Short answer. By signing a sworn certificate and filing it with the SEC. Under Article 1844, to form a limited partnership the partners sign and swear to a certificate stating the firm's details, its members and each limited partner's contribution — then file it with the Securities and Exchange Commission. Substantial good-faith compliance forms the partnership.
What the law says
File for record the certificate in the Office of the Securities and Exchange Commission.
Civil Code, Article 1844 — Formation of a Limited Partnership. Read the full provision →
Two formal steps
Unlike an ordinary partnership, a limited partnership is not formed by mere agreement — it takes specific formalities, because the limited partners' shield from liability affects the outsiders who deal with the firm. Article 1844 sets out two steps. The partners must sign and swear to a certificate containing the information the article lists, and then file for record the certificate in the Office of the Securities and Exchange Commission.
What the certificate must state
The certificate must state a specific list of particulars. It gives the partnership's name — which must add the word 'Limited' — the character and principal place of the business, and the term for which the partnership is to exist. It names each member, general and limited partners being designated as such, with their residences. And it sets out the money side of the limited partners' involvement: the cash and the described, agreed value of any other property each limited partner contributes, any additional contributions to be made and when, when a limited partner's contribution is to be returned, and the share of profits or income each limited partner is to receive.
Substantial compliance in good faith
The article closes with a forgiving standard: a limited partnership is formed if there has been substantial compliance in good faith with the foregoing requirements. So a minor slip in the certificate does not necessarily defeat the whole arrangement — what matters is that the partners honestly tried to meet the requirements and did so in substance. This tempers the formality: the point of the certificate is to give the public fair notice, not to trap partners on a technicality. But 'substantial compliance in good faith' is not a licence to skip the essentials.
Forming one properly
If you are setting up a limited partnership, treat the certificate as the foundation of the whole structure, because the limited partners' protection depends on it. Draft it to cover the required particulars — the name with 'Limited', the business, the members marked as general or limited, the term, and each limited partner's contribution and share — swear to it, and file it for record with the SEC. Do not treat filing as optional or the contents as a formality: it is what puts outsiders on notice and what the limited partners' shield rests on. Getting this right at formation is far cheaper than discovering, when a creditor comes, that the partnership was never properly a limited one.