Short answer. Not necessarily. Under Article 1860, the retirement of a general partner dissolves the limited partnership by default — but dissolution is avoided if the remaining general partners continue the business either under a right expressly stated in the partnership certificate, or with the unanimous consent of all members.
What the law says
The retirement, death, insolvency, insanity or civil interdiction of a general partner dissolves the partnership, unless the business is continued by the remaining general partners: (1) Under a right so to do stated in the certificate, or (2) With the consent of all members.
Civil Code, Article 1860 — Effect of a General Partner's Retirement/Death. Read the full provision →
Why a general partner's departure is serious
A limited partnership has two types of partners. Limited partners contribute capital and share in profits but have restricted management roles and limited personal liability. General partners manage the business and bear full personal liability for partnership obligations. Because general partners are the active managers whose personal responsibility underpins the enterprise, the Civil Code treats their departure — whether by retirement, death, insolvency, insanity, or civil interdiction — as a potentially dissolving event. Their departure is not treated the same as a limited partner's exit.
The two ways to avoid automatic dissolution
Article 1860 provides two escape routes. The first is a right stated in the certificate: if the partnership's certificate of limited partnership expressly gives the remaining general partners authority to continue the business after one departs, dissolution is avoided. The second is consent of all members — if every partner, both general and limited, agrees that the business should continue despite the departure, the partnership survives. Either route must be available at the time of the departure; consent cannot cure an otherwise dissolving event retroactively unless all members agree to it.
How the certificate can preserve continuity
The cleaner and more reliable protection against dissolution is drafting it into the certificate itself. A continuation clause stating that the remaining general partners may carry on the business upon any general partner's retirement, death, or other departure eliminates the need to scramble for unanimous consent at a difficult moment. If your certificate does not currently have such a clause, the partners may be able to amend it — but that amendment requires the formalities applicable to limited partnership certificates, and it only protects against future departures, not the one that has already occurred.
What happens if the partnership dissolves
If neither saving condition is met and dissolution follows, the limited partnership must wind up its affairs: collect outstanding receivables, pay debts, liquidate assets, and distribute the remaining proceeds to partners in the order the Civil Code and the certificate provide. Limited partners have priority over general partners for the return of their capital contributions before general partners share in any surplus. The retirement of a general partner is a moment to check the certificate carefully — and, if the business is to continue, to secure the necessary consents from all members without delay.