2010 Wisconsin Code
Chapter 179. Uniform limited partnership act.
179.64 Right of assignee to become limited partner.

179.64

179.64 Right of assignee to become limited partner.

179.64(1)

(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

179.64(1)(a)

(a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement, except as provided in s. 179.105 (2); or

179.64(1)(b)

(b) All other partners consent.

179.64(2)

(2) 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 the assignor to make and return contributions as provided in subchs. V and VI. The assignee is not obligated for liabilities unknown to the assignee at the time he or she became a limited partner.

179.64(3)

(3) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under ss. 179.17 and 179.42.

179.64 - ANNOT.

History: 1983 a. 173; 1989 a. 232.

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