§ 7-13-42 - Rights of assignee to become limited partner.
SECTION 7-13-42
§ 7-13-42 Rights of assignee to becomelimited partner. – (a) An assignee of a partnership interest, including an assignee of a generalpartner, may become a limited partner if and to the extent that:
(1) The assignor gives the assignee that right in accordancewith authority described in the partnership agreement; or
(2) All other partners consent.
(b) An assignee who has become a limited partner has, to theextent assigned, the rights and powers, and is subject to the restrictions andliabilities, of a limited partner under the partnership agreement and thischapter. An assignee who becomes a limited partner also is liable for theobligations of his or her assignor to make and return contributions as providedin this chapter. However, the assignee is not obligated for liabilities unknownto the assignee at the time he or she became a limited partner.
(c) If an assignee of a partnership interest becomes alimited partner, the assignor is not released from his or her liability to thelimited partnership under §§ 7-13-14 and 7-13-28.