(a) In connection with the formation of a limited partnership, a person acquiring a limited partnership interest becomes a limited partner on the later of:
(1) the date on which the limited partnership is formed; or
(2) the date stated in the records of the limited partnership as the date on which the person becomes a limited partner or, if that date is not stated in those records, the date on which the person’s admission is first reflected in the records of the limited partnership.
(b) After a limited partnership is formed, a person who acquires a partnership interest directly from the limited partnership becomes a new limited partner on:
(1) compliance with the provisions of the partnership agreement governing admission of new limited partners; or
(2) if the partnership agreement does not contain relevant admission provisions, the written consent of all partners.

Terms Used In Texas Business Organizations Code 153.101

  • Limited partner: means a person who has become, and has not ceased to be, a limited partner in a limited partnership in accordance with the governing documents of the limited partnership or this code. See Texas Business Organizations Code 1.002
  • Limited partnership: means a partnership that is governed as a limited partnership under Title 4 and that has one or more general partners and one or more limited partners. See Texas Business Organizations Code 1.002
  • Partner: means a limited partner or general partner. See Texas Business Organizations Code 1.002
  • 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: means an entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
  • Partnership interest: means a partner's interest in a partnership. See Texas Business Organizations Code 1.002
  • Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
  • written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002

(c) After formation of a limited partnership, an assignee of a partnership interest becomes a new limited partner as provided by § 153.253(a).
(d) A person may be a limited partner unless the person lacks capacity apart from this chapter and the other limited partnership provisions.

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