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This entry was published on 2014-09-22
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SECTION 121-704
Right of assignee to become limited partner
Partnership (PTR) CHAPTER 39, ARTICLE 8-A
§ 121-704. Right of assignee to become limited partner. (a) An
assignee of a partnership interest, including an assignee of a general
partner, may become a limited partner if (i) the assignor gives the
assignee that right in accordance with authority granted in the
partnership agreement, or (ii) all partners consent in writing, or (iii)
to the extent that the partnership agreement so provides.

(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 article. 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 section 121-502 of this article, but shall not be liable for
the obligations of his assignor under sections 121-603 and 121-607 of
this article. However, the assignee is not obligated for liabilities,
including the obligations of his assignor to make contributions as
provided in section 121-502 of this article, unknown to the assignee at
the time he becomes a limited partner.