Short answer. Only if the firm stays solvent after paying you. Under Article 1856, a limited partner may receive the share of profits or income stipulated in the certificate — provided that after the payment, the partnership's assets exceed all its liabilities, except liabilities to limited partners for their contributions and to general partners. The solvency test protects outside creditors.

What the law says

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 →

Profits as stipulated — but subject to a test

Article 1856 tells a limited partner when he may actually draw the return he was promised. He may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate — so his entitlement is what the certificate provides. But the right to be paid it is not unconditional. It is qualified by a solvency test attached to the moment of payment: he may take his profit only if, after the payment is made, the partnership remains solvent in a defined sense.

The solvency condition

The condition is precise. After the payment is made — whether from property of the partnership or that of a general partnerthe 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. In plain terms: once the limited partner is paid his profit, the firm's assets must still exceed everything it owes to outsiders. The debts owed to limited partners for their contributions, and those owed to general partners, are deliberately excluded from that comparison, because those are internal claims that rank behind outside creditors anyway.

Why the test exists

The condition exists to protect the firm's creditors from having profits drained out ahead of them. A limited partner sits behind outside creditors in the queue for the firm's assets; letting him withdraw profits while the firm is, or would become, unable to pay its outside debts would put his return ahead of claims that rank above it. So the law allows the distribution only when it does not impair the creditors' position — only when assets still cover the outside liabilities after he is paid.

Before you take a distribution

If you are a limited partner about to draw your profit share, two checks matter. First, confirm the certificate actually stipulates the share or income you are claiming, because that is the source of the entitlement. Second, make sure the firm will still be solvent — its assets covering its outside liabilities — after you are paid, because a distribution that fails that test is not properly yours to take. Taking a profit the firm could not afford can expose you to giving it back if creditors are left short. So look at the certificate and the balance sheet together before you withdraw anything.

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.