§ 8564. Right of assignee to become limited partner.
(a) General rule.--An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner:
(1) if and to the extent that the assignor gives the assignee that right in accordance with authority described in the partnership agreement;
(2) if and to the extent that all other partners consent; or
(3) at the time or upon the happening of events specified in the partnership agreement.
(b) Effect of admission of assignee generally.--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 and return contributions as provided in Subchapter E (relating to finance) and Subchapter G (relating to distributions and withdrawal). However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
(c) Liability of assignor.--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 8516 (relating to liability for false statement in certificate) and 8542 (relating to liability for contributions).
Cross References. Section 8564 is referred to in sections 8502, 8521 of this title.
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