Short answer. Yes, you can be held personally liable. Article 1847 of the Civil Code imposes liability on any partner who knew of a false statement in the certificate — whether at the time of signing or later — if they had enough time to correct it before someone relied on it and suffered loss.
What the law says
If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false
Civil Code, Article 1847 — Liability for a False Certificate. Read the full provision →
What Article 1847 says
Article 1847 of the Civil Code creates personal liability for a known false statement in a limited partnership certificate. The law covers two scenarios: a partner who knew the statement was false when he signed, and a partner who learned of the falsehood later — but still had enough time before anyone relied on it to file for cancellation or amendment under the provision on certificate amendments. If you fall into either category and someone suffered a loss because they trusted the false certificate, you can be held liable to that person.
The 'sufficient time' standard
The second trigger is what makes this rule particularly important: "Subsequently, but within a sufficient time before the statement was relied upon to enable him to cancel or amend the certificate." This is not an on/off switch. It requires a factual judgment about whether you had a realistic window to act. If you discovered the false statement three months before someone relied on it, that is almost certainly sufficient time. If you found out the day before, the analysis is harder. The point is that once you know, the clock starts — and your limited liability protection does not shield you from the consequences of inaction.
What 'false statement' covers
A false statement in the certificate can include misrepresentations about a partner's capital contribution, the nature of a partner's role (general or limited), the partnership's business, or other material facts that third parties rely on when dealing with the firm. The certificate is the public document by which the partnership represents itself to the world. Third parties — suppliers, lenders, clients — may extend credit or enter contracts based on what the certificate says. If a material fact is wrong, they are entitled to look to those who knew it was wrong and did nothing.
How to protect yourself
If you discover a false statement in your limited partnership certificate, act immediately. The law provides a remedy under the provision on certificate amendments: you can file a petition for cancellation or amendment of the certificate. Acting promptly both corrects the public record and insulates you from liability for future reliance. Delay is the danger — the longer you wait after discovering the falsehood, the harder it becomes to argue you lacked sufficient time to correct it. If you are unsure whether a statement in your certificate is legally accurate, or whether a correction must be filed, legal advice on the specific facts is the right next step.