1. (1) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.

2. (2) After formation, a person becomes a limited partner:

   1. (a) as provided in the partnership agreement;

   2. (b) as the result of a transaction effective under:

      1. (i) Chapter 1a, Part 7, Merger;
      2. (ii) Chapter 1a, Part 8, Interest Exchange;
      3. (iii) Chapter 1a, Part 9, Conversion; or
      4. (iv) Chapter 1a, Part 10, Domestication;
   3. (c) with the affirmative vote or consent of all the partners; or
   4. (d) as provided in Subsection 16-19-801(1)(d) or (1)(e).

3. (3) A person may become a partner without:

   1. (a) acquiring a transferable interest; or
   2. (b) making or being obligated to make a contribution to the limited partnership.

Renumbered and Amended by Chapter 93, 2026 General Session