Short answer. Yes, if the certificate states it. Under Article 1853, a person may be a general partner and a limited partner in the same partnership, provided the fact is stated in the certificate. He has all the rights and restrictions of a general partner — except that, as to his contribution, he has the rights of a limited partner.

What the law says

A person may be a general partner and a limited partner in the same partnership at the same time

Civil Code, Article 1853 — General-and-Limited Partner. Read the full provision →

One person, two capacities

Article 1853 confirms that the general and limited roles are not mutually exclusive for a given person. A person may be a general partner and a limited partner in the same partnership at the same time, on one condition — this fact shall be stated in the certificate. So an individual can wear both hats: he can be a general partner, running the business and personally liable for its debts, and simultaneously a limited partner as to a separate contribution he makes as an investor. But it only works if the dual status is disclosed in the certificate.

Liability follows the general-partner side

On the crucial question of liability, the dual-status partner is treated as a general partner. He shall have all the rights and powers and be subject to all the restrictions of a general partner. So being a limited partner as well does not soften his exposure: he remains personally liable for the firm's debts, just as any general partner is. The limited-partner half does not create a partial shield against creditors.

Where the limited-partner side matters

So what does the limited-partner capacity actually give him? The article carves out one thing: in respect to his contribution, he shall have the rights against the other members which he would have had if he were not also a general partner. In other words, as to the money he put in as a limited partner, he has, against his co-partners, the same claims a pure limited partner would have — for instance, the priority a limited partner's contribution enjoys over the general partners' capital when things are wound up. So the dual status matters internally, among the partners, when it comes to getting his contribution back: there, his limited-partner rights count.

If you want to be both

If you plan to both run a partnership and invest in it as a limited partner, this article lets you — but two things are essential. State the dual capacity clearly in the certificate; without that statement, the arrangement is not recognised. And go in with your eyes open about liability: wearing the limited-partner hat as well does not protect you from the firm's debts, because you are still a general partner to the outside world. What you gain is a better position among the partners over the return of your contribution. Structure it deliberately, and make sure the certificate says exactly what you are.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.