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This entry was published on 2014-09-22
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SECTION 108
Assignment of interest
Partnership (PTR) CHAPTER 39, ARTICLE 8
§ 108. Assignment of interest. (1) A limited partner's interest is
assignable.

(2) A substituted limited partner is a person admitted to all the
rights of a limited partner who has died or has assigned his interest in
a partnership.

(3) An assignee, who does not become a substituted limited partner,
has no right to require any information or account of the partnership
transactions or to inspect the partnership books; he is only entitled to
receive the share of the profits or other compensation by way of income,
or the return of his contribution, to which his assignor would otherwise
be entitled.

(4) An assignee shall have the right to become a substituted limited
partner if all the members, except the assignor, consent thereto or if
the assignor, being thereunto empowered by the certificate, gives the
assignee that right.

(5) An assignee becomes a substituted limited partner when the
certificate is appropriately amended in accordance with section one
hundred and fourteen of this article.

(6) The substituted limited partner has all the rights and powers, and
is subject to all the restrictions and liabilities of his assignor,
except those liabilities of which he was ignorant at the time he became
a limited partner and which could not be ascertained from the
certificate.

(7) The substitution of the assignee as a limited partner does not
release the assignor from liability to the partnership under sections
ninety-five and one hundred and six.