Short answer. Article 1864 of the Civil Code requires a limited partnership's certificate to be amended whenever its stated facts change, for example, a change in the firm's name or a limited partner's contribution, the substitution or admission of a partner, a change in the business, a false statement, or a change in the stated dissolution or return dates.
What the law says
A certificate shall be amended when: (1) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner; (2) A person is substituted as a limited partner; (3) An additional limited partner is admitted; (4) A person is admitted as a general partner
Civil Code, Article 1864 — Cancellation and Amendment of the Certificate. Read the full provision →
Why amendment is required
The certificate of a limited partnership is a public record that third parties rely on to know who the partners are and on what terms. Article 1864 of the Civil Code keeps that record honest by requiring it to be amended whenever the underlying facts change. The article distinguishes two fates for a certificate. It is cancelled only when the partnership is dissolved or all limited partners cease to be such. In every other listed situation, it is not cancelled but amended, that is, updated. The article then enumerates ten circumstances, so the duty to amend is triggered by a defined list of events rather than left to guesswork.
Changes in the partners and their stakes
Most amendment triggers involve who the partners are and what they have put in. A certificate must be amended when There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner. It must also be amended when A person is substituted as a limited partner, when An additional limited partner is admitted, and when A person is admitted as a general partner. In short, any movement in the membership, someone joining, someone stepping into another's place, or a shift in how much or what kind of contribution a limited partner has made, calls for the certificate to be brought up to date so it matches reality.
When a general partner leaves
One trigger deals with the loss of a general partner. The certificate must be 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. That cross-reference matters. Article 1860 says such an event 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 if the firm properly continues after a general partner departs, the certificate is amended to reflect the new setup. If instead the partnership dissolves, the certificate is cancelled rather than amended.
Business changes, errors, and timing
The remaining triggers cover the substance and accuracy of the certificate. It must be amended when There is a change in the character of the business of the partnership, and when There is a false or erroneous statement in the certificate, so mistakes cannot be left standing. It must be amended when there is a change in the stated time for the dissolution of the partnership or for the return of a contribution, or when a time is fixed where none was specified before. Finally, there is a catch-all: whenever The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement among them. Accuracy is the guiding aim throughout.