§ 61-2-704 — Rights of assignee - 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: (1) The partnership agreement so provides; or (2) All partners consent. (b) An assignee who has become a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of his assignor 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 assignor to make contributions as provided in § 61-2-502 , but shall not be liable for the obligations of his assignor under part 6 of this chapter. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in § 61-2-502 , unknown to the assignee at the time he became a limited partner and the possibility of 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 his liability to the limited partnership under parts 5 and 6 of this chapter.

Legislative History

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 61, 62.