Short answer. Yes. Article 1857 says a limited partner shall not receive back any part of his contribution until all liabilities of the partnership — except those owing to general partners and to limited partners on account of their contributions — have been paid, or there remains partnership property sufficient to pay them. Outside creditors come first.
What the law says
All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them
Civil Code, Article 1857 — Return of a Limited Partner's Contribution. Read the full provision →
What the law says
The certificate is cancelled or so amended as to set forth the withdrawal or reduction.
Civil Code, Article 1857 — Return of a Limited Partner's Contribution. Read the full provision →
What the law says
a limited partner, irrespective of the nature of his contribution, has only the right to demand and receive cash in return for his contribution
Civil Code, Article 1857 — Return of a Limited Partner's Contribution. Read the full provision →
What the law says
A limited partner may have the partnership dissolved and its affairs wound up when
Civil Code, Article 1857 — Return of a Limited Partner's Contribution. Read the full provision →
Creditors first, always
Article 1857 puts the partnership's creditors ahead of a limited partner's own money. Before any contribution comes back, the article requires that All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them. In plain terms, outside debts must be settled, or fully covered by remaining assets, before a single peso of the limited partner's contribution can be returned to him. His capital serves as a cushion for those the partnership owes, and he cannot pull it out while creditors stand unpaid.
The other conditions
Paying the creditors is necessary but not sufficient. The article adds two more requirements: the consent of all members must be had, unless return may be rightfully demanded under the second paragraph; and the certificate must be The certificate is cancelled or so amended as to set forth the withdrawal or reduction. The certificate is the public record of the limited partnership, so the law insists it be corrected to reflect that a contribution has been taken out. Skipping that step would leave the record overstating the capital that stands behind the firm — which is exactly what those who deal with it rely on.
When you may rightfully demand it back
The same article says when a limited partner may actually insist on repayment. Subject to the creditors-first rule, he may demand the return on the dissolution of the partnership, when the date fixed in the certificate has arrived, or after six months' written notice to all members if the certificate sets no time. And whatever he originally put in, a limited partner, irrespective of the nature of his contribution, has only the right to demand and receive cash in return for his contribution, unless the certificate says otherwise or all members consent. He gets cash back, not the specific property he first handed over.
If the return is wrongfully refused
The article does not leave a limited partner powerless. It provides that A limited partner may have the partnership dissolved and its affairs wound up when he rightfully but unsuccessfully demands the return of his contribution, or when the other liabilities are unpaid and the property is insufficient while he would otherwise be entitled to a return. So the creditors-first rule protects outsiders, but it also gives the limited partner a lever: if his rightful demand is ignored, he can seek to have the whole partnership wound up and its accounts finally settled.