§ 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.