359.431. Right of assignee to become limited partner, when.
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/mo/chapter-359/359-431A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
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 .
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)