48-7-704 Right of assignee to become limited partner.
Right of assignee to become limited partner.
An assignee of a partnership interest,
including an assignee of a general partner, may become a limited partner if and to the extent that:
The assignor gives the assignee that right in accordance with authority described in the
partnership agreement; or
All other partners consent.
An assignee who has become a limited partner has, to the extent assigned, the rights and powers,
and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement
and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his
assignor to make and return contributions as provided in this chapter. However, the assignee is not
obligated for liabilities unknown to the assignee at the time he became a limited partner.
If an assignee of a partnership interest becomes a limited partner, the assignor is not released
from his liability to the limited partnership, under §§ 48-7-207 and 48-7-502.
Source: SL 1986, ch 391, § 704.