---
title: O.C.G.A. § 14-9-704. Right of assignee to become limited partner.
collection: code
id: 14-9-704
cite_as: O.C.G.A. § 14-9-704 (2025)
canonical_url: https://georgiacommons.org/code/14-9-704
md_url: https://georgiacommons.org/code/14-9-704.md
text_url: https://georgiacommons.org/code/14-9-704/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-2017-pdf.pdf?sfvrsn=507372ea_0#page=1029
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / REVISED UNIFORM LIMITED PARTNERSHIP ACT / PARTNERSHIP INTERESTS
---

# O.C.G.A. § 14-9-704. Right of assignee to become limited partner.

(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) The partnership agreement so provides; or

(2) 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 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.

(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.

## History

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