Admission of limited partners

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  • (a) A person becomes a limited partner:

    • (1) at the time the limited partnership is formed; or

    • (2) at any later time specified in the records of the limited partnership for becoming a limited partner.

  • (b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:

    • (1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

    • (2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in section 474 of this chapter, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.


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