Kentucky Statutes 362.483 – Right of assignee to become limited partner
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(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(a) The assignor gives the assignee that right in accordance with the provisions of the partnership agreement; or
(b) All other partners consent.
(2) An assignee who has become a limited partner shall have, to the extent assigned, the rights and powers, and shall be subject to the restrictions and liabilities, of a limited partner under the partnership agreement and KRS § 362.403 to KRS § 362.525. An assignee who becomes a limited partner also shall be liable for the obligations of his assignor to make and return contributions as provided in KRS § 362.455 and KRS § 362.475. However, the assignee shall not be obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the partnership agreement.
(3) If an assignee of a partnership interest becomes a limited partner, the assignor shall not be released from his liability to the limited partnership under KRS § 362.427 and
362.455.
Effective: June 26, 2007
History: Repeal the prior repeal contained in 2006 Ky. Acts ch. 149, sec. 239, which was to have been effective January 1, 2008, 2007 Ky. Acts ch. 137, sec. 180, effective June 26, 2007. — Repealed 2006 Ky. Acts ch. 149, sec. 239, effective January 1, 2008. — Created 1988 Ky. Acts ch. 284, sec. 42, effective July 15, 1988.
(a) The assignor gives the assignee that right in accordance with the provisions of the partnership agreement; or
Terms Used In Kentucky Statutes 362.483
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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: includes both general and limited partnerships. See Kentucky Statutes 446.010
(b) All other partners consent.
(2) An assignee who has become a limited partner shall have, to the extent assigned, the rights and powers, and shall be subject to the restrictions and liabilities, of a limited partner under the partnership agreement and KRS § 362.403 to KRS § 362.525. An assignee who becomes a limited partner also shall be liable for the obligations of his assignor to make and return contributions as provided in KRS § 362.455 and KRS § 362.475. However, the assignee shall not be obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the partnership agreement.
(3) If an assignee of a partnership interest becomes a limited partner, the assignor shall not be released from his liability to the limited partnership under KRS § 362.427 and
362.455.
Effective: June 26, 2007
History: Repeal the prior repeal contained in 2006 Ky. Acts ch. 149, sec. 239, which was to have been effective January 1, 2008, 2007 Ky. Acts ch. 137, sec. 180, effective June 26, 2007. — Repealed 2006 Ky. Acts ch. 149, sec. 239, effective January 1, 2008. — Created 1988 Ky. Acts ch. 284, sec. 42, effective July 15, 1988.