Arizona Laws 29-342. 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:
Terms Used In Arizona Laws 29-342
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Arizona Laws 29-301
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Arizona Laws 29-301
- Partner: means a limited or general partner. See Arizona Laws 29-301
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Arizona Laws 29-301
- Partnership interest: means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. See Arizona Laws 29-301
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 his assignor to make and return contributions as provided in articles 5 and 6 of this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
C. 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 29-314 and 29-328.