(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:
(a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(b) All other partners consent.
(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 ORS 70.225 to 70.275. However, the assignee is not obligated for liabilities that were unknown to the assignee at the time the assignee became a limited partner and that could not be ascertained from the certificate of limited partnership.
(3) 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 ORS 70.105 and 70.230. [1985 c.677 §43; 1987 c.543 §26]
Section: Previous 70.260 70.265 70.270 70.275 70.285 70.290 70.295 70.300 70.305 70.325 70.330 70.335 70.340 70.350 70.355 NextLast modified: August 7, 2008