Short answer. Under Article 1857 of the Civil Code, a limited partner may rightfully demand the return of his contribution in three cases: on the dissolution of the partnership; when the return date stated in the certificate arrives; or, if no date is set, after giving six months' written notice to all the other members.
What the law says
a limited partner may rightfully demand the return of his contribution: (1) On the dissolution of a partnership; or (2) When the date specified in the certificate for its return has arrived, or (3) After he has six months' notice in writing to all other members, if no time is specified in the certificate
Civil Code, Article 1857 — Return of a Limited Partner's Contribution. Read the full provision →
The three times he can demand it back
A limited partner is an investor, and Article 1857 of the Civil Code tells him when he may insist on getting his money back. Subject to the conditions discussed below, a limited partner may rightfully demand the return of his contribution: (1) On the dissolution of a partnership; or (2) When the date specified in the certificate for its return has arrived, or (3) After he has six months' notice in writing to all other members, if no time is specified in the certificate, either for the return of the contribution or for the dissolution of the partnership. Outside these situations he cannot simply pull his capital out whenever he pleases.
The conditions that protect creditors first
Even when one of those situations applies, the limited partner cannot take his contribution ahead of the firm's obligations. The article says he shall not receive from a general partner or out of partnership property any part of his contributions until three things are true: 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; the consent of all members is had, unless the return may be rightfully demanded; and The certificate is cancelled or so amended as to set forth the withdrawal or reduction. Creditors, in short, come before the returning investor.
He gets cash, not the same property
There is a practical catch about the form of the return. Even if a limited partner originally contributed land, equipment, or other property, the law does not automatically give that same property back. The article provides that In the absence of any statement in the certificate to the contrary or the consent of all members, a limited partner, irrespective of the nature of his contribution, has only the right to demand and receive cash in return for his contribution. So unless the certificate says otherwise or everyone agrees, he is entitled to the cash value, not the specific asset he put in. Anyone contributing property should address this in the certificate at the start.
What he can do if he is refused
The article also gives the limited partner a remedy when his rightful demand is ignored. He may have the partnership dissolved and its affairs wound up when: (1) He rightfully but unsuccessfully demands the return of his contribution, or when the firm's other liabilities are unpaid or its property is insufficient and he would otherwise be entitled to the return. In other words, if the partnership will not honor a return he is legally due, he can force a dissolution and have the business liquidated. This is a strong lever, but it exists only where the demand was rightful in the first place.