50-73.47 - Right of assignee to become limited partner. - Virginia Statutes

§ 50-73.47. Right of assignee to become limited partner.

A. An assignee of a partnership interest, including an assignee of a generalpartner, may become a limited partner if and to the extent that (i) theassignor gives the assignee that right in accordance with authority describedin writing in the partnership agreement, or (ii) 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, ofa limited partner under the partnership agreement and this chapter. Anassignee who becomes a limited partner also is liable for the obligation ofhis assignor to make and return contributions as provided in Articles 5 (§50-73.32 et seq.) and 6 (§ 50-73.36 et seq.) of this chapter. However, theassignee is not obligated for liabilities unknown to the assignee at the timehe became a limited partner.

C. If an assignee of a partnership interest becomes a limited partner, theassignor is not released from his liability to the limited partnership under§§ 50-73.18 and 50-73.33.

(1985, c. 607; 1987, c. 702.)