Mass. Gen. Laws » Part I Title XV Chapter 109
Massachusetts General Laws

Mass. Gen. Laws ch. 109, § 17 (2026)

Limited partners

✓ current as of July 2026
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Section 17. (a) A person becomes a limited partner on the later of:

(1) the date the original certificate of limited partnership is filed; or

(2) the date stated in the records of the limited partnership as the date that person becomes 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 forty-two, 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.

Notes of Decisions
Cited in 1 case, 1982–1982 · leading case: P'ship Equities, Inc. v. Marten, 443 N.E.2d 134 (Mass. App. Ct. 1982).
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P'ship Equities, Inc. v. Marten, 443 N.E.2d 134 (Mass. App. Ct. 1982). “The cognate provision in Massachusetts is G. L. c. 109, § 17, as inserted by St. 1923, c.”
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