New Hampshire § 304-B:42 Right of Assignee to Become Limited Partner

New Hampshire Statutes

§ 304-B:42 — Right of Assignee to Become Limited Partner

New Hampshire § 304-B:42

Title XXVIIIPARTNERSHIPS

Ch. 304-BUNIFORM LIMITED PARTNERSHIP ACT

SubdivisionAssignment of Partnership Interests

This text of New Hampshire § 304-B:42 (Right of Assignee to Become Limited Partner) is published on Counsel Stack Legal Research, covering New Hampshire primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

N.H. Rev. Stat. Ann. § 304-B:42 (2026).

Text

I.In assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (a) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (b) all other partners consent.

II.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 RSA 304-B:27-38. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.

III.I

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I. In assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (a) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (b) all other partners consent.
II. 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 RSA 304-B:27-38. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
III. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under RSA 304-B:14 and RSA 304-B:28.