A. A person becomes a limited partner:

Terms Used In Arizona Laws 29-317

  • Certificate of limited partnership: means the certificate referred to in section 29-308, and the certificate as amended or restated. See Arizona Laws 29-301
  • Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Arizona Laws 29-301
  • Partner: means a limited or general partner. See Arizona Laws 29-301
  • 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 agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Arizona Laws 29-301
  • 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 Arizona Laws 29-301
  • Person: means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association, corporation or entity. See Arizona Laws 29-301

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 the 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 29-342, 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.