State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_59 > GS_59-704

§59‑704.  Right of assignee to become limited partner.

(a)        An assignee of apartnership interest, including an assignee of a general partner, may become alimited partner if and to the extent that (1) the assignor gives the assigneethat right in accordance with authority described in the partnership agreement,or (2) all other partners consent.

(b)        An assignee who hasbecome a limited partner has, to the extent assigned, the rights and powers,and is subject to the restrictions and liabilities, of a limited partner underthe partnership agreement and this Article. An assignee who becomes a limitedpartner also is liable for the obligations of the assignee's assignor to makeand return contributions as provided in Parts 5 and 6 of this Article. However,the assignee is not obligated for liabilities that (i) are unknown to theassignee at the time the assignee became a limited partner and (ii) could notbe ascertained from the written provisions of the partnership agreement.

(c)        If an assignee of apartnership interest becomes a limited partner, the assignor is not releasedfrom his liability to the limited partnership under G.S. 59‑207, 59‑502,and 59‑608. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999‑362,s. 32.)