(2) A substituted limited partner is a person admitted to all the
rights of a limited partner who has died or has assigned his interest in
a partnership.
(3) An assignee, who does not become a substituted limited partner,
has no right to require any information or account of the partnership
transactions or to inspect the partnership books; he is only entitled to
receive the share of the profits or other compensation by way of income,
or the return of his contribution, to which his assignor would otherwise
be entitled.
(4) An assignee shall have the right to become a substituted limited
partner if all the members, except the assignor, consent thereto or if
the assignor, being thereunto empowered by the certificate, gives the
assignee that right.
(5) An assignee becomes a substituted limited partner when the
certificate is appropriately amended in accordance with section one
hundred and fourteen of this article.
(6) The substituted limited partner has all the rights and powers, and
is subject to all the restrictions and liabilities of his assignor,
except those liabilities of which he was ignorant at the time he became
a limited partner and which could not be ascertained from the
certificate.
(7) The substitution of the assignee as a limited partner does not
release the assignor from liability to the partnership under sections
ninety-five and one hundred and six.
Structure New York Laws
Article 8 - Limited Partnerships.
90 - Limited Partnership Defined.
92 - Business Which May Be Carried On.
93 - Character of Limited Partner's Contribution.
94 - Name Not to Contain Surname of Limited Partner; Exceptions.
95 - Liability for False Statements in Certificate.
96 - Limited Partner Not Liable to Creditors.
97 - Admission of Additional Limited Partners.
98 - Rights, Powers and Liabilities of a General Partner.
99 - Rights of a Limited Partner.
100 - Status of Person Erroneously Believing Himself a Limited Partner.
101 - One Person Both General and Limited Partner.
102 - Loans and Other Business Transactions With Limited Partner.
103 - Relation of Limited Partners Inter Se.
104 - Compensation of Limited Partner.
105 - Withdrawal or Reduction of Limited Partner's Contribution.
106 - Liability of Limited Partner to Partnership.
107 - Nature of Interest in Partnership.
109 - Effect of Retirement, Death or Insanity of a General Partner.
110 - Death of Limited Partner.
111 - Rights of Creditors of Limited Partner.
113 - Certificate Cancelled or Amended.
114 - Requirements for Amendment or Cancellation.