Right of Assignee to Become Limited Partner

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Revised Uniform Limited Partnership Act
  5. Partnership Interests
  6. Right of Assignee to Become Limited Partner

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  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 partnership agreement so provides; 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 contributions as provided in Code Section 14-9-502. However, unless otherwise agreed between the assignee and the assignor, such 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 written partnership agreement.
  3. Subject to contrary provision in the partnership agreement, if an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under Code Section 14-9-502.

(Code 1981, §14-9-704, enacted by Ga. L. 1988, p. 1016, § 1.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, §§ 1279, 1289, 1296-1298.

C.J.S.

- 68 C.J.S., Partnership, §§ 582, 589.


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