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487.704 Right of assignee to become limited partner.

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.

Section History: Early form

[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]

Section History: Recent form

C93, § 487.704

Internal References

Referred to in § 487.301

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Last update: Mon Jan 27 16:05:08 CST 1997
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