Ohio Code 1782.42 – Assignee may 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, either of the following occurs:
Terms Used In Ohio Code 1782.42
- 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 Ohio Code 1782.01
- 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 Ohio Code 1782.01
- Partner: means a limited or general partner. See Ohio Code 1782.01
- 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 written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business. See Ohio Code 1782.01
- 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 Ohio Code 1782.01
(1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement;
(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 sections 1782.31 to 1782.37 of the Revised Code. The assignee is not obligated for liabilities that could not be ascertained from a written partnership agreement and that were unknown to the assignee at the time he became a limited partner.
(C) Regardless of whether an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 1782.14 and 1782.28 of the Revised Code.