New Jersey § 42:2A-49 Right of assignee to become limited partner; rights, restrictions and liabilities

New Jersey Statutes

§ 42:2A-49 — Right of assignee to become limited partner; rights, restrictions and liabilities

New Jersey § 42:2A-49

Title 42PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS

This text of New Jersey § 42:2A-49 (Right of assignee to become limited partner; rights, restrictions and liabilities) is published on Counsel Stack Legal Research, covering New Jersey primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

N.J. Stat. Ann. § 42:2A-49 (2026).

Text

Right of assignee to become limited partner; rights, restrictions and liabilities.

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 the assignor gives the assignee that right in accordance with authority described in the certificate of limited partnership or all general partners and two-thirds in interest of the limited partners consent.

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. An assignee who becomes a limited partner also is liable for the obligations of his assignor. However, the assignee is not obligated for liabilit

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

Right of assignee to become limited partner; rights, restrictions and liabilities. 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 the assignor gives the assignee that right in accordance with authority described in the certificate of limited partnership or all general partners and two-thirds in interest of the limited partners consent. 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. An assignee who becomes a limited partner also is liable for the obligations of his assignor. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the certificate or agreement of limited partnership. c. 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 21 and 35 of P.L. 1983, c. 489 (C. 42:2A-22 and 42:2A-36). L. 1983, c. 489, s. 48; amended 1988,c.130,s.25.