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 (i) the assignor gives the assignee that right in accordance with authority described in writing in the partnership agreement, or (ii) 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 obligation of his assignor to make and return contributions as provided in Articles 5 (§ 50-73.32 et seq.) and 6 (§ 50-73.36 et seq.) of this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
C. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under §§ 50-73.18 and 50-73.33.
1985, c. 607; 1987, c. 702.
Structure Code of Virginia
Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act
§ 50-73.4. Principal office, registered office, and registered agent
§ 50-73.5. Change of registered office or registered agent
§ 50-73.6. Resignation of registered agent
§ 50-73.7. Service on limited partnership
§ 50-73.10. Business transactions of partner with partnership
§ 50-73.11. Certificate of limited partnership
§ 50-73.11:3. Conversion of general partnership to limited partnership
§ 50-73.11:4. Effect of conversion; entity unchanged
§ 50-73.12. Amendment of certificate
§ 50-73.15. Execution of documents; penalty
§ 50-73.16. Execution by judicial act
§ 50-73.17. Filing; fees; effective time and date
§ 50-73.18. Liability for false statement in certificate
§ 50-73.20. Delivery of certificates to limited partners
§ 50-73.21. Assumed or fictitious names
§ 50-73.22:1. Admission of limited partners
§ 50-73.24. Liability to third parties
§ 50-73.25. Person erroneously believing himself limited partner
§ 50-73.27. Admission of additional general partners
§ 50-73.28. Events of withdrawal
§ 50-73.29. General powers and liabilities
§ 50-73.30. Contributions by general partner
§ 50-73.32. Form of contribution
§ 50-73.33. Liability for contribution
§ 50-73.34. Sharing of profits and losses
§ 50-73.35. Sharing of distributions
§ 50-73.36. Interim distributions
§ 50-73.37. Withdrawal of general partner
§ 50-73.38. Withdrawal of limited partner
§ 50-73.39:1. No right to distribution upon withdrawal
§ 50-73.40. Distribution in kind
§ 50-73.41. Right to distribution
§ 50-73.42. Limitations on distribution
§ 50-73.43. Liability upon return of contribution
§ 50-73.44. Nature of partnership interest
§ 50-73.45. Assignment of partnership interest
§ 50-73.46:1. Partner's transferable interest subject to charging order
§ 50-73.47. Right of assignee to become limited partner
§ 50-73.48. Power of estate of deceased or incapacitated partner
§ 50-73.48:2. Approval of merger by domestic limited partnership
§ 50-73.48:3. Articles of merger
§ 50-73.48:4. Effect of merger
§ 50-73.48:5. Abandonment of merger
§ 50-73.49. Dissolution generally
§ 50-73.50. Judicial dissolution
§ 50-73.52. Distribution of assets
§ 50-73.52:1. Known claims against dissolved limited partnership
§ 50-73.52:2. Other claims against dissolved limited partnership
§ 50-73.52:3. Court proceedings
§ 50-73.52:4. Certificate of cancellation
§ 50-73.52:5. Automatic cancellation of limited partnership existence
§ 50-73.52:6. Involuntary cancellation of limited partnership existence
§ 50-73.52:7. Reinstatement of a limited partnership that has ceased to exist
§ 50-73.53. Authority to transact business required; governing law
§ 50-73.54. Application for certificate of registration
§ 50-73.57. Amendments; amended applications for registration
§ 50-73.57:1. Liability for false statement in application
§ 50-73.57:2. Merger of foreign limited partnership registered to transact business in Commonwealth
§ 50-73.58. Voluntary cancellation of certificate of registration
§ 50-73.58:1. Automatic cancellation of certificate of registration
§ 50-73.58:2. Involuntary cancellation of certificate of registration
§ 50-73.58:3. Reinstatement of a certificate of registration that has been canceled
§ 50-73.59. Transaction of business without registration
§ 50-73.60. Action by Attorney General
§ 50-73.61. Transactions not constituting transacting business
§ 50-73.67. Annual registration fees to be paid by domestic and foreign limited partnerships
§ 50-73.69. Penalty for failure to timely pay annual registration fee
§ 50-73.71. Collection by suit and of unpaid bills
§ 50-73.72. Construction and application
§ 50-73.75. Rules for cases not provided for in this chapter
§ 50-73.76. Application to existing limited partnership
§ 50-73.76:1. Property title records
§ 50-73.77. Transition and savings provisions
§ 50-73.78. Limited partnership as registered limited liability partnership