§ 10-703. Right of assignee to become limited partner

   (a) In general. -- 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) Rights and obligations of assignee. -- 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 title. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in Subtitle 5 and Subtitle 6 of this title. 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 certificate or the partnership agreement.

(c) Assignor's liability for contribution. -- If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under § 10-502 and 10-608 of this title.

HISTORY: 1981, ch. 801, § 2; 1982, ch. 17, § 6; 1988, ch. 550; 2007, ch. 5, § 7.