Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor.
Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. (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 (1) the assignor gives the assignee that right in accordance with authority
described in the partnership agreement, or (2) 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 assignor to make contributions as provided
in the partnership agreement and in section 34-25, and to return distributions as provided
in section 34-25a. However, the 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 partnership agreement.
(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 sections 34-14 and
34-25.
(P.A. 79-440, S. 41; P.A. 85-197, S. 6; P.A. 86-379, S. 18.)
History: P.A. 85-197 amended Subsec. (b) to replace provision that assignee is liable "to make and return contributions
as provided in" specified statutory sections with provision that assignee is liable "to make contributions as provided in the
certificate of limited partnership and in section 34-25 and to return distributions as provided in section 34-25a"; P.A. 86-379 changed "certificate of limited partnership" to "partnership agreement".
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Cited. 35 CA 81.