Vermont Statutes Title 11 Sec. 3421
Terms Used In Vermont Statutes Title 11 Sec. 3421
- certificate of limited partnership: means the certificate referred to in section 3411 of this title, and the certificate as amended or restated. See
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See
- Partner: means a limited or general partner. See
- 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
- 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
- Person: means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, or limited liability company. See
§ 3421. Admission of limited partners
(a) A person becomes a limited partner:
(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 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 3464 of this title, 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. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)