Right of assignee to become limited partner

(a) 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 partnership agreement so provides; or (2) All other partners consent. (b) 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 his assignor to make contributions as provided in Code Section 14-9-502. However, unless otherwise agreed between the assignee and the assignor, such 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 written partnership agreement. (c) Subject to contrary provision in the partnership agreement, if an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under Code Section 14-9-502. (Code 1981, § 14-9-704, enacted by Ga. L. 1988, p. 1016, § 1.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section specifies how an assignee of a general or limited partner’s partnership interest becomes a limited partner and the consequences of doing so, including assumption by the assignee of rights, powers and liabilities of limited partner. 1029 14-9-704 14-9-705 CORPORATIONS & PARTNERSHIPS Prior Georgia Law See Comment to Section 14-9-702. Comparison With Official RULPA Subsection (a) changes the official version by clarifying that the partnership agreement can permit an assignee to become a limited partner whether or not the assignor confers that right on the assignee. Subsection (b) changes the official version by limiting the reference to partner liabilities to Section 14-9-502, consistently with the elimination of broader liabilities (see the Comment to Section 14-9-601). Cross-References Definition of ‘‘limited partner’’: § 14-9-101(7). Admission of limited partner into partnership generally: § 14-9-301. Partner’s liability on contribution obligation: § 14-9-502. Assignment of partnership interest in a limited partnership: § 14-9-702.