Section 121-704. Right of assignee to become limited partner  


Latest version.
  • (a) An
      assignee of a partnership interest, including an assignee of  a  general
      partner,  may  become  a  limited  partner if (i) the assignor gives the
      assignee  that  right  in  accordance  with  authority  granted  in  the
      partnership agreement, or (ii) all partners consent in writing, or (iii)
      to the extent that the partnership agreement so provides.
        (b)  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 article. Notwithstanding the foregoing, unless  otherwise  provided
      in  the partnership agreement, an assignee who becomes a limited partner
      is liable for the obligations of his assignor to make  contributions  as
      provided in section 121-502 of this article, but shall not be liable for
      the  obligations  of  his assignor under sections 121-603 and 121-607 of
      this article. However, the assignee is not  obligated  for  liabilities,
      including  the  obligations  of  his  assignor  to make contributions as
      provided in section 121-502 of this article, unknown to the assignee  at
      the time he becomes a limited partner.