359.431. Right of assignee to become limited partner, when. - Missouri Statutes

Right of assignee to become limited partner, when.

359.431. 1. An assignee of a partnership interest,including an assignee of a general partner, may become a limitedpartner if and to the extent that:

(1) The assignor gives the assignee that right inaccordance with authority described in the partnershipagreement; or

(2) All other partners consent.

2. An assignee who has become a limited partner has, to theextent assigned, the rights and powers, and is subject to therestrictions and liabilities, of a limited partner under thepartnership agreement and this chapter. An assignee who becomesa limited partner also is liable for the obligations of hisassignor to make and return contributions as provided in section359.391. However, the assignee is not obligated for liabilitiesunknown to the assignee at the time he became a limited partner.

3. If an assignee of a partnership interest becomes alimited partner, the assignor is not released from his liabilityto the limited partnership under sections 359.151 and 359.291.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)