Missouri § 359.431 Right of assignee to become limited partner, when.

Missouri Statutes

§ 359.431 — Right of assignee to become limited partner, when.

Missouri § 359.431

Title XXIIICORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Ch. 359Uniform Limited Partnership Law

This text of Missouri § 359.431 (Right of assignee to become limited partner, when.) is published on Counsel Stack Legal Research, covering Missouri primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Mo. Rev. Stat. § 359.431 (2026).

Text

1. 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 assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

(2)All other partners consent. 2. 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 section 359.391 . However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partne

Free access — add to your briefcase to read the full text and ask questions with AI

1. 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 assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

(2) All other partners consent.

2. 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 section 359.391 . However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.

3. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 359.151 and 359.291 .