§ 17-704 — Right of assignee to become limited partner

(a) An assignee of a partnership interest, including an assignee of a general partner, becomes a limited partner:

(1) As provided in the partnership agreement; or

(2) Unless otherwise provided in the partnership agreement, upon the vote or consent of all partners.

(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 chapter. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his or her assignor to make contributions as provided in § 17-502 of this title, but shall not be liable for the obligations of the assignor under subchapter VI of this chapter. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in § 17-502 of this title, unknown to the assignee at the time the assignee became a limited partner and which could not be ascertained from the partnership agreement.

(c) Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from liability to the limited partnership under subchapters V and VI of this chapter.

Legislative History

63 Del. Laws, c. 420, § 1 ; 65 Del. Laws, c. 188, § 1 ; 66 Del. Laws, c. 316, §§ 58, 59 ; 70 Del. Laws, c. 186, § 1 ; 77 Del. Laws, c. 288, § 24 ; 80 Del. Laws, c. 269, § 8