Short answer. Under Article 1864 of the Civil Code, the certificate of a limited partnership is cancelled in only two situations: when the partnership is dissolved, or when all the limited partners cease to be limited partners. In every other change, the certificate is merely amended, not cancelled.
What the law says
The certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such.
Civil Code, Article 1864 — Cancellation and Amendment of the Certificate. Read the full provision →
The two times the certificate is cancelled
A limited partnership's certificate is the public document that records its existence and terms. Article 1864 of the Civil Code says it is wiped out, cancelled, in only two situations. The article opens: The certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such. The first is dissolution, when the partnership itself comes to an end. The second is when there are no more limited partners, because a limited partnership by definition must have at least one; once every limited partner is gone, the entity can no longer stand as a limited partnership and its certificate is cancelled.
Cancellation versus amendment
It helps to see cancellation as the exception, not the rule. Most changes in a limited partnership do not destroy the certificate; they only require it to be updated. Article 1864 lists a long series of events, ten in all, that call for the certificate to be amended rather than cancelled. Cancellation ends the certificate; amendment simply corrects or refreshes it so it keeps pace with the partnership's real situation. So a worried partner should not assume that any significant change cancels the certificate. Only dissolution of the firm, or the disappearance of all limited partners, produces cancellation; everything else on the list produces an amendment.
The changes that call for amendment
The events that trigger amendment cover the ordinary life of the business. The certificate must be amended when, for example, There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner, when a limited partner is substituted or an additional one is admitted, when a person is admitted as a general partner, when There is a change in the character of the business of the partnership, or when There is a false or erroneous statement in the certificate. It is also amended when the members simply want the certificate to accurately represent their agreement. All of these update, rather than end, the certificate.
A general partner's departure
One listed amendment ground deserves a closer look because it can also lead to dissolution. The certificate is amended when A general partner retires, dies, becomes insolvent or insane, or is sentenced to civil interdiction and the business is continued under article 1860. Article 1860 explains the stakes: the retirement, death, insolvency, insanity, or civil interdiction of a general partner dissolves the partnership, unless the business is continued by the remaining general partners under a right stated in the certificate or with the consent of all members. So the same event can either dissolve the firm, leading to cancellation, or, if the business is properly continued, call only for an amendment.