Maryland Corporations and Associations Section 10-703

Article - Corporations and Associations

§ 10-703.

      (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 assignor gives the assignee that right in accordance with authority described in the partnership agreement; 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 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. 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)      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.



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