Short answer. A limited partner may receive the share of profits or income stipulated in the certificate, but under Article 1856 of the Civil Code only if, after the payment, the partnership's assets still exceed all its liabilities, except what it owes limited partners for their contributions and what it owes general partners.
What the law says
A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate; provided, that after such payment is made, whether from property of the partnership or that of a general partner, the partnership assets are in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners.
Civil Code, Article 1856 — Limited Partner's Share of Profits. Read the full provision →
The profit right is set by the certificate
A limited partner invests money but generally does not run the business; in exchange he expects a return. Article 1856 of the Civil Code confirms that a limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate. The key phrase is "stipulated for in the certificate." His entitlement is whatever the sworn certificate of the limited partnership says it is, not an amount he can set on his own. This is why the certificate should spell out each limited partner's profit share or income clearly, because that document defines what he may lawfully collect.
The catch: the firm must stay solvent
The right is not unconditional. The article allows the payment only provided, that after such payment is made, whether from property of the partnership or that of a general partner, the partnership assets are in excess of all liabilities of the partnership, with two exceptions noted below. In other words, before a limited partner pockets his profits, the firm must be able to show that, even after paying him, its assets still outweigh its debts. If handing over the profit share would leave the partnership unable to cover what it owes, the payment cannot be made. Solvency is tested at the moment of, and just after, payment.
Which debts count in the solvency test
The article is careful about which liabilities matter for this test. The assets must exceed all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners. So when checking solvency, you do not count what the firm still owes limited partners for the capital they put in, or what it owes the general partners. What must be fully covered are the debts to outside creditors and other true third-party liabilities. The message is consistent throughout limited-partnership law: the claims of outsiders who dealt with the firm are protected before the partners take money out.
Why the rule protects everyone
This safeguard protects creditors and the limited partner alike. Creditors are assured that profit distributions will not be used to drain a struggling firm ahead of its debts. The limited partner, in turn, is protected from later being asked to return money he should never have received. Because a limited partner normally enjoys limited liability, the law balances that shield by insisting the business remain solvent whenever it pays him. Anyone relying on regular income from a limited partnership should understand that a scheduled payout can be withheld in a year when the firm's finances would not pass this test.