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2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 9 - Revised Uniform Limited Partnership Act
Article 7 - Partnership Interests
§ 14-9-704. Right of Assignee to Become Limited Partner
Universal Citation: GA Code § 14-9-704 (2020)
- An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
- The partnership agreement so provides; or
- All other partners consent.
- 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.
- 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.)
RESEARCH REFERENCES
Am. Jur. 2d.
- 59A Am. Jur. 2d, Partnership, §§ 1279, 1289, 1296-1298.
C.J.S.- 68 C.J.S., Partnership, §§ 582, 589.
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