Short answer. Yes. Article 1867 of the Civil Code expressly allows a pre-Code limited partnership to convert to a limited partnership under the new Civil Code rules. The conversion requires complying with Article 1844's certificate requirements, with two additional items that the certificate must specifically set forth.
What the law says
A limited partnership formed under the law prior to the effectivity of this Code, may become a limited partnership under this Chapter by complying with the provisions of article 1844, provided the certificate sets forth: (1) The amount of the original contribution of each limited partner, and the time when the contribution was made; and (2) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.
Civil Code, Article 1867 — Transitioning a Pre-Code Limited Partnership Into This Chapter. Read the full provision →
The conversion path under Article 1867
Article 1867 of the Civil Code provides a voluntary mechanism for pre-Code limited partnerships to transition to the new legal framework. A limited partnership formed under the old law may become a limited partnership under the Civil Code's Chapter on limited partnerships by complying with the requirements of Article 1844, the article that governs the formation of new limited partnerships. The conversion is not automatic — the partners must take deliberate steps, and the certificate they file must satisfy all of Article 1844's requirements plus two additional items that Article 1867 specifically imposes.
Two additional items the certificate must state
Beyond the standard Article 1844 requirements, the certificate for a converting pre-Code partnership must set forth two additional items. First, it must state the amount of the original contribution of each limited partner, and the time when the contribution was made. Second, it must state that the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners. This second item is essentially a solvency representation — it certifies that the partnership's property is sufficient to cover outside liabilities and still exceed the total of the limited partners' contributions.
What happens if you do not convert
Article 1867 makes clear that conversion is optional, not mandatory. A limited partnership formed under the law prior to the effectivity of this Code, until or unless it becomes a limited partnership under this Chapter, shall continue to be governed by the provisions of the old law. Pre-Code limited partnerships that do not elect to convert remain valid entities — they simply continue operating under the legal regime under which they were formed. There is no deadline imposed by Article 1867 for conversion, and failure to convert does not invalidate the partnership.
Why conversion might matter
Choosing to convert brings the partnership under the Civil Code's framework for limited partnerships, which includes the rights, duties, and liabilities set out in the Civil Code's provisions on this type of business. If the old law and the Civil Code differ in their treatment of limited partners' liability, the rights of limited partners to demand information, the rules on dissolution, or other governance matters, the governing law will determine which set of rules applies. Partners in a pre-Code limited partnership who are considering whether to convert should examine what the Civil Code's framework offers compared to the rules that currently govern them.