☰ Revisor of Missouri


Chapter 359

< > Effective - 28 Aug 1990 bottom

  359.431.  Right of assignee to become limited partner, when. — 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:

  (1)  The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

  (2)  All other partners consent.

  2.  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 section 359.391. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.

  3.  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 359.151 and 359.291.


(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

---- end of effective  28 Aug 1990 ----

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