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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 9. REVISED UNIFORM LIMITED PARTNERSHIP ACT · Article 7. PARTNERSHIP INTERESTS

14-9-704. Right of assignee to become limited partner.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. (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. (1)

      The partnership agreement so provides; or#

    2. (2)

      All other partners consent.#

  2. (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 Code Section 14-9-502. However, unless otherwise agreed between the assignee and the assignor, such 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 written partnership agreement.#

  3. (c)

    Subject to contrary provision in the partnership agreement, if an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under Code Section 14-9-502.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-9-704, enacted by Ga. L. 1988, p. 1016, § 1.

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, page 1029; merge action: carried; file SHA-256 f2fad2b71b39.