Short answer. You all stand on equal footing. Article 1855 lets limited partners agree to a priority among themselves, but that agreement must be stated in the certificate. Since yours says nothing about priority, all limited partners share equally rather than by any hidden or informal ranking.

What the law says

Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter.

Civil Code, Article 1855 — Priority Among Limited Partners. Read the full provision →

What the law says

If such an agreement is made it shall be stated in the certificate, and in the absence of such a statement all the limited partners shall stand upon equal footing.

Civil Code, Article 1855 — Priority Among Limited Partners. Read the full provision →

Priority among limited partners is possible, but only through the certificate

Article 1855 allows limited partners to arrange priority among themselves: "the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter." This kind of ranking is not automatic, however — it exists only where the partners actually agreed to it as a matter of their arrangement.

The agreement has to be recorded in the certificate

The article does not stop at allowing a priority agreement — it also specifies where that agreement has to appear: "if such an agreement is made it shall be stated in the certificate." A private, informal understanding among some of the limited partners that never makes its way into the certificate does not satisfy this requirement. The certificate is the document the law looks to for confirming whether any priority among limited partners actually exists.

Silence in the certificate means equal footing for everyone

Because your certificate says nothing about priority, the article's default rule applies directly: "in the absence of such a statement all the limited partners shall stand upon equal footing." There is no room for one limited partner to claim an unwritten priority over the others when the certificate is silent. Equal footing means each limited partner shares in the return of contributions and in compensation by way of income on the same basis as every other limited partner, without any of you ranking above the rest.

What this means practically for your partnership

When contributions are returned or income is distributed among the limited partners, the absence of a stated priority in your certificate means the distribution should treat all limited partners equally rather than favoring any particular one, regardless of any informal expectations that may exist among you. If your group actually wants a priority arrangement to govern the partnership going forward, Article 1855 tells you exactly what that requires: an actual agreement among the partners, formally reflected in the certificate itself, not left as an unwritten understanding.

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.