Section 42. (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 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 sections twenty-seven to thirty-eight, inclusive; provided, however, that 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 sections fourteen and twenty-eight.
Structure Massachusetts General Laws
Part I - Administration of the Government
Title XV - Regulation of Trade
Chapter 109 - Limited Partnership
Section 2 - Name of Limited Partnership; Requirements
Section 3 - Reservation of Name
Section 4 - Office and Agent for Service of Process
Section 6 - Business of Partnership
Section 7 - Partners Transacting Business With Partnership
Section 9 - Amendment to Certificate
Section 10 - Cancellation of Certificate
Section 11 - Execution of Certificates
Section 12 - Execution of Certificate Ordered by Court
Section 13 - Filing of Certificates
Section 14 - False Statements in Certificates; Damages
Section 16 - Delivery of Certificates to Limited Partners
Section 16a - Consolidation or Merger
Section 18 - Right to Vote of Limited Partners
Section 19 - Liability of Limited Partners
Section 20 - Person Erroneously Believing Himself Limited Partner
Section 21 - Records; Rights of Limited Partners
Section 22 - Additional General Partners
Section 23 - Cessation of General Partner Status
Section 24 - Rights, Powers and Liabilities of General Partners
Section 25 - Contributions by General Partner
Section 26 - Right to Vote of General Partners
Section 27 - Form of Partner's Contribution
Section 28 - Obligation to Contribute
Section 29 - Allocation of Profits and Losses
Section 30 - Distributions of Cash or Other Assets
Section 31 - Interim Distributions
Section 32 - Withdrawal of General Partner
Section 33 - Withdrawal of Limited Partner
Section 34 - Distribution to Partner Upon Withdrawal
Section 35 - Distribution in Kind
Section 36 - Right to Distribution
Section 37 - Limitations on Distribution
Section 38 - Liability Upon Return of Contribution
Section 39 - Nature of Partnership Interest
Section 40 - Assignment of Partnership Interest
Section 41 - Rights of Judgment Creditor
Section 42 - Assignee Becoming Limited Partner
Section 43 - Death or Incompetency of Partner; Power to Settle Estate or Administer Property
Section 44 - Nonjudicial Dissolution
Section 45 - Judicial Dissolution
Section 46 - Winding Up Partnership Affairs
Section 47 - Distribution of Assets Following Winding Up
Section 48 - Foreign Limited Partnerships; Liability of Partners and Agents; Law Governing
Section 49 - Registration of Foreign Limited Partnership
Section 50 - Approval of Registration of Foreign Limited Partnership; Fee; Records
Section 51 - Name of Foreign Limited Partnership
Section 54 - Cancellation of Registration of Foreign Limited Partnership; Certificate of Withdrawal
Section 56 - Right of Action by Limited Partner
Section 59 - Expenses in Successful Action
Section 60 - Construction and Application of Chapter
Section 62 - Cases Not Provided for by Chapter
Section 63 - Annual Report; Fee
Section 64 - Administrative Dissolution; Grounds; Notice; Wind Up and Liquidation of Affairs