Section 10-9B-704 Right of assignee to become limited partner.
Section 10-9B-704
Right of assignee to become limited partner.
REPEALED IN THE 2009 REGULAR SESSION BY ACT 2009-621, EFFECTIVE JANUARY 1, 2010. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(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 chapter. An assignee who becomes a limited partner also is liable for the obligations of his or her assignor with respect to contributions as provided in Article 5 and distributions as provided in Article 6. However, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time he or she became a limited partner.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under Section 10-9B-502 or (in the case of an assignor who is a general partner) any liability under Section 10-9B-207.
(Act 97-921, 1st Ex. Sess., p. 335, §1.)