Short answer. Yes. A limited partnership is not closed to new limited partners once it is set up. The Civil Code allows additional limited partners to be admitted after formation, provided an amendment to the original certificate is filed in accordance with the law's requirements.
What the law says
additional limited partners may be admitted upon filing an amendment to the original certificate
Civil Code, Article 1849 — Admitting Additional Limited Partners. Read the full provision →
The partnership can grow its limited partners
A limited partnership does not have to freeze its membership at the moment it is created. Article 1849 confirms that additional limited partners may be admitted after the partnership has been formed. So investors who were not part of the original line-up can be brought in later, adding capital without becoming general partners. This flexibility is one of the practical attractions of the limited-partnership form: the venture can take on new passive investors as it grows, rather than requiring everyone to be present at the outset or forcing the creation of an entirely new entity just to accommodate them.
It must be done by amending the certificate
Admission is not a purely private handshake. The article ties it to a formality: additional limited partners may be admitted upon filing an amendment to the original certificate. A limited partnership operates on the basis of a certificate that records who the partners are and the essential terms, so bringing in a new limited partner means that public record must be updated to reflect the change. The amendment has to be filed in accordance with the requirements the law lays down for such amendments. Skipping the paperwork is not a technicality to shrug off, because the certificate is what third parties and creditors rely on.
Why the formality matters
The insistence on amending the certificate protects everyone dealing with the partnership. A limited partner's protection, liability confined to the contribution and no personal exposure for the firm's debts, depends on the arrangement being properly recorded and disclosed. Creditors extend credit on the strength of the certificate, and they are entitled to an accurate picture of who has come in and on what terms. If a new limited partner is added but the certificate is never amended, disputes can arise later about that person's status and liability. Getting the admission on the record is what makes the new limited partner's position secure and clear.
What this means if you are joining or admitting one
If you are being brought into an existing limited partnership as a limited partner, do not treat the deal as complete until the certificate has actually been amended and filed as required. If you run a limited partnership and want to take on new investors, plan for that step rather than relying on a side agreement. The exact contents and manner of the amendment follow the law's requirements for the certificate, so the drafting has to be done with care. Because your liability and rights ride on it, it is sensible to have the amendment prepared and reviewed by a lawyer.