Wyoming § 17-14-804 Right of assignee to become limited partner

Wyoming Statutes

§ 17-14-804 — Right of assignee to become limited partner

Wyoming § 17-14-804

Title 17Corporations, Partnerships and Associations

Ch. 14LIMITED PARTNERSHIPS

Art. 8ASSIGNMENT OF PARTNERSHIP INTERESTS

This text of Wyoming § 17-14-804 (Right of assignee to become limited partner) is published on Counsel Stack Legal Research, covering Wyoming primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Wyo. Stat. Ann. § 17-14-804 (2026).

Text

(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:

(i)The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

(ii)All other 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 act. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in articles 6 and 7. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.

(c)If

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(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:
(i) The assignor gives the assignee that right in
accordance with authority described in the partnership
agreement; or
(ii) All other 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 act. An assignee who becomes a
limited partner also is liable for the obligations of his
assignor to make and return contributions as provided in
articles 6 and 7. However, the assignee is not obligated for
liabilities unknown to the assignee at the time he became a
limited partner.
(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 W.S. 17-14-307 and 17-14-602.