Short answer. To form a limited partnership, Article 1844 of the Civil Code requires two or more persons to sign and swear to a certificate stating the firm's name (with the word 'Limited'), its business, its principal place of business, each partner's name and residence, its term, and the limited partners' contributions and rights, then file it with the SEC.
What the law says
Two or more persons desiring to form a limited partnership shall: (1) Sign and swear to a certificate, which shall state - (a) The name of the partnership, adding thereto the word "Limited"; (b) The character of the business; (c) The location of the principal place of business
Civil Code, Article 1844 — Formation of a Limited Partnership. Read the full provision →
Two steps to form a limited partnership
A limited partnership does not spring from a handshake. Article 1844 of the Civil Code sets out a formal, two-step process for Two or more persons desiring to form a limited partnership. First, they must Sign and swear to a certificate, a sworn document setting out the details the article lists. Second, they must File for record the certificate in the Office of the Securities and Exchange Commission. The certificate is what publicly announces which partners are shielded as limited partners, so the law insists the arrangement be written, sworn, and registered rather than left to a private understanding between the parties.
The basic facts the certificate must state
The article then lists what the certificate must contain. The opening items identify the firm and its people. It must state The name of the partnership, adding thereto the word "Limited", so the world is warned it is dealing with a limited partnership. It must give The character of the business and The location of the principal place of business. It must set out The name and place of residence of each member, general and limited partners being respectively designated, which matters because general partners carry full liability while limited partners do not. It must also state The term for which the partnership is to exist.
The money the limited partners put in
Because limited partners are investors, the certificate must be precise about their money. It must state The amount of cash and a description of and the agreed value of the other property contributed by each limited partner, and any additional contributions, if any, to be made by each limited partner and the times for making them. It must record The time, if agreed upon, when the contribution of each limited partner is to be returned, and The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution. These entries define what each investor gives and what each is owed.
Optional rights and the good-faith test
The remaining items are optional but must be stated if the partners agree to them: for example, The right, if given, of a limited partner to substitute an assignee as contributor in his place, the right to admit additional limited partners, priority among limited partners, the right of general partners to continue the business after a general partner's death or insolvency, and The right, if given, of a limited partner to demand and receive property other than cash in return for his contribution. Finally, the law is forgiving of small slips: A limited partnership is formed if there has been substantial compliance in good faith with the foregoing requirements. Perfection is not required, only honest, substantial compliance.