§ 23-16-8-4 — Right of assignee to become limited partner

(a) An assignee of a partnership interest,
including an assignee of a general partner, may become a limited
partner, if and to the extent that:
(1) the partnership agreement so provides; or
(2) all other partners consent in writing.
(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. An assignee who becomes a limited partner also is liable for the
obligations of the assignor to make contributions as provided in IC 23-16-6-2. However, the assignee is not obligated for liabilities that
were unknown to the assignee at the time the assignee became a limited
partner and that could not be ascertained from the partnership
agreement. Additionally, the assignee is not liable for any accrued
liabilities of the assignor at the time of such assignment unless the
assignee specifically assumes such liabilities.
(c) If an assignee of a partnership interest becomes a limited partner,
the assignor is not released from the assignor's liabilities to the limited
partnership under IC 23-16-3-8, IC 23-16-6, and IC 23-16-7, unless
such liabilities are specifically assumed by the assignee under
subsection (b).

Legislative History

As added by P.L.147-1988, SEC.1.