Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. - Connecticut Statutes

      Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. (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 chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make contributions as provided in the partnership agreement and in section 34-25, and to return distributions as provided in section 34-25a. 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 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 sections 34-14 and 34-25.

      (P.A. 79-440, S. 41; P.A. 85-197, S. 6; P.A. 86-379, S. 18.)

      History: P.A. 85-197 amended Subsec. (b) to replace provision that assignee is liable "to make and return contributions as provided in" specified statutory sections with provision that assignee is liable "to make contributions as provided in the certificate of limited partnership and in section 34-25 and to return distributions as provided in section 34-25a"; P.A. 86-379 changed "certificate of limited partnership" to "partnership agreement".

      See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.

      Cited. 35 CA 81.