N.Y. Partnership Law § 121-301: Admission of limited partners

§ 121-301. Admission of limited partners. (a) A person becomes a

limited partner on the later of:

(1) the effective date of the original certificate of limited

partnership; or

(2) the date as of which the person becomes a limited partner pursuant

to the partnership agreement; provided, however, that if such date is

not ascertainable, the date stated in the records of the limited

partnership.

(b) After the effective date of a limited partnership's original

certificate of limited partnership, a person may be admitted as a

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 121-704 of this article, 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.