Section 32.11.350. 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 assignor gives the assignee that right in accordance with authority described in the partnership agreement; 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 the assignee's assignor to make and return contributions as provided in AS 32.11.200 - 32.11.310. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.
   (c) 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 AS 32.11.070 and 32.11.210.

Authorities

32.11.100

Notes

References

AS 32.11.100 Admission of limited partners.

History

(Sec. 1 ch 128 SLA 1992; am Sec. 15, 16 ch 87 SLA 1994)