1. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner under any of the following conditions:
a. When the certificate of limited partnership so provides, if the assignor gives the assignee the right to become a limited partner in the manner specified in the agreement.
b. When the partnership agreement so provides, if persons required to consent to the assignee becoming a limited partner consent in the manner specified in the agreement.
c. All partners other than the assignor of the interest consent to the assignee becoming a limited partner.
2. 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 the assignor to make and return contributions as provided in article 6 of this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner and which could not be ascertained from the certificate of limited partnership.
3. The fact that an assignee of a partnership interest has become a limited partner does not release the assignor from the assignor's liability to the limited partnership under sections 487.207 and 487.502.
[C24, 27, 31, 35, 39, § 9835, 9837, 9839, 9840; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, § 545.30, 545.32, 545.34, 545.35; 82 Acts, ch 1103, § 704]
C93, § 487.704
Referred to in § 487.301
Iowa General Assembly
Search: Iowa Code 1997
© 1997 Cornell College and League of Women Voters of Iowa
Comments? webmaster@legis.iowa.gov.
Last update: Mon Jan 27 16:05:08 CST 1997
URL: /DOCS/IACODE/1997/487/704.html
jhf