(A) A person becomes a limited partner at the time the limited partnership is formed or at any later time specified in the records of the limited partnership for becoming a limited partner.

Terms Used In Ohio Code 1782.17

  • Certificate of limited partnership: means the certificate referred to in section 1782. See Ohio Code 1782.01
  • Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Ohio Code 1782.01
  • Partner: means a limited or general partner. See Ohio Code 1782.01
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership agreement: means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business. See Ohio Code 1782.01
  • Partnership interest: means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. See Ohio Code 1782.01
  • Person: means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity. See Ohio Code 1782.01

(B) After the filing of a limited partnership’s original certificate of limited partnership, a person may be admitted as an additional limited partner in the following ways:

(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;

(2) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 1782.42 of the Revised Code, 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.