56-1a404. 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 this act. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in K.S.A. 56-1a301 through 56-1a304, and amendments thereto, and 56-1a351 through 56-1a358, and amendments thereto. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under K.S.A. 56-1a157 and 56-1a302, and amendments thereto.
History: L. 1983, ch. 88, § 43; L. 1993, ch. 157, § 5; July 1.
Structure Kansas Statutes
Article 1a - Revised Uniform Limited Partnership Act
56-1a,107 Business transactions of partner with the partnership. [See Revisor's Note]
56-1a,151 Certificate of limited partnership.
56-1a,153 Cancellation of certificate.
56-1a,157 Liability for false statement in certificate.
56-1a,158 Notice of limited partnership.
56-1a,159 Delivery of certificate to limited partners.
56-1a,160 Restated or amended and restated certificate of limited partnership.
56-1a,201 Admission of additional limited partners.
56-1a,203 Liability of limited partners to third parties.
56-1a,204 Person erroneously believing self to be limited partner.
56-1a,205 Limited partner's right to information.
56-1a,251 Admission of additional general partners.
56-1a,252 Cessation of person as general partner, when.
56-1a,253 General partners' powers and liabilities.
56-1a,254 Contributions by general partners.
56-1a,301 Form of contribution.
56-1a,302 Liability for contributions.
56-1a,303 Allocation of profits and losses.
56-1a,304 Allocation of distributions of cash or other assets.
56-1a,351 Interim distributions.
56-1a,352 Withdrawal of general partner.
56-1a,353 Withdrawal of limited partner.
56-1a,354 Distribution upon withdrawal.
56-1a,355 Distribution in kind.
56-1a,356 Right to distribution.
56-1a,357 Limitations on distributions.
56-1a,358 Liability upon return of contribution.
56-1a,401 Nature of partnership interest.
56-1a,402 Assignment of partnership interest.
56-1a,403 Rights of creditors.
56-1a,404 Right of assignee to become limited partner.
56-1a,405 Power of estate of deceased or incompetent partner.
56-1a,452 Judicial dissolution.
56-1a,454 Distribution of assets.
56-1a,507 Doing business without registration.
56-1a,509 Execution and liability.
56-1a,601 Construction and application.
56-1a,604 Rules for cases not provided for in this act.
56-1a,606 Domestic limited partnerships; annual report; annual report fee. [See Revisor's Note]
56-1a,607 Foreign limited partnerships; annual report; annual report fee. [See Revisor's Note]
56-1a,608 Limited partnerships; first annual report and annual report fee.