Short answer. Cancelled on dissolution; amended on key changes. Under Article 1864, the certificate is cancelled when the partnership is dissolved or all limited partners cease to be such. It must be amended when there is a change in the name or in a limited partner's contribution, a new or substituted partner, a false statement, or a change in the term.
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 →
When the certificate is cancelled
Because the certificate is the public record of a limited partnership, the law requires it to be kept current — cancelled when the partnership is over, amended when its terms change. Article 1864 fixes both. On cancellation: the certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such. Two events end the certificate's life. The obvious one is dissolution of the partnership. The other is the disappearance of the limited-partner class — if there ceases to be any limited partner, there is no longer a limited partnership for the certificate to describe, so it is cancelled.
When it must be amended
A longer list of changes triggers an amendment. It is amended when there is a change in the partnership's name, or in the amount or character of any limited partner's contribution; when a person is substituted as a limited partner, an additional limited partner is admitted, or a person is admitted as a general partner; when a general partner leaves — by retirement, death, insolvency, insanity or civil interdiction — and the business is continued; when the character of the business changes; when there is a false or erroneous statement in the certificate; and when the time fixed for dissolution or for the return of a contribution changes, or a time is fixed where none was stated before.
Why keeping it current matters
The point of all this is that outsiders rely on the certificate. A creditor deciding whether to extend credit, or an investor deciding whether to come in, reads the certificate to learn who the general partners are, who is a limited partner, how much capital is committed and on what terms. If those facts change and the certificate is not updated, the document misleads the very people it exists to inform.
Keeping your certificate right
If you run or are part of a limited partnership, treat the certificate as a living document, not a one-time filing. When any of the listed changes happens — a partner joins or leaves, a contribution changes, the business or the timetable shifts, or you spot an error — amend the certificate promptly. When the partnership dissolves or the last limited partner exits, cancel it. Do not let the public record drift out of step with reality, because a certificate that no longer tells the truth exposes the partners to liability and can undermine the limited partners' protection. Update it as changes occur, rather than discovering the gap when a dispute arises.