N.Y. PTR Law § 121-301

§ 121-301. Admission of limited partners. (a) A person becomes a\nlimited partner on the later of:\n (1) the effective date of the original certificate of limited\npartnership; or\n (2) the date as of which the person becomes a limited partner pursuant\nto the partnership agreement; provided, however, that if such date is\nnot ascertainable, the date stated in the records of the limited\npartnership.\n (b) After the effective date of a limited partnership's original\ncertificate of limited partnership, a person may be admitted as a\nlimited partner:\n (1) in the case of a person acquiring a partnership interest directly\nfrom the limited partnership, upon compliance with the partnership\nagreement or, if the partnership agreement does not so provide, upon the\nwritten consent of all partners; and\n (2) in the case of an assignee of a partnership interest of a partner\nwho has the power, as provided in section 121-704 of this article, to\ngrant the assignee the right to become a limited partner, upon the\nexercise of that power and compliance with any conditions limiting the\ngrant or exercise of the power.\n