2005 Minnesota Statutes

     322A.58 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 sections 322A.01 to 322A.87.  An 
 assignee who becomes a limited partner also is liable for the 
 obligations of the assignor to make and return contributions as 
 provided in sections 322A.38 to 322A.52.  However, the assignee 
 is not obligated for liabilities unknown to the assignee at the 
 time of becoming a limited partner and which could not be 
 ascertained from the certificate of limited partnership. 

    (c) If an assignee of a partnership interest becomes a 
 limited partner, the assignor is not released from liability to 
 the limited partnership under sections 322A.17 and 322A.39. 

    HIST: 1980 c 582 art 5 s 42; 1986 c 430 s 21; 1986 c 444