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56-1a404. 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 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 act. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in K.S.A. 56-1a301 through 56-1a304, and amendments thereto, and 56-1a351 through 56-1a358, and amendments thereto. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.

(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under K.S.A. 56-1a157 and 56-1a302, and amendments thereto.

History: L. 1983, ch. 88, § 43; L. 1993, ch. 157, § 5; July 1.

CASE ANNOTATIONS

1. Applicability of restrictions on partnership admission in partnership agreement to involuntary transfers of partnership interests examined. Temple v. White Lakes Plaza Assocs., Ltd., 15 K.A.2d 771, 777, 816 P.2d 399 (1991).


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