(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 article. Notwithstanding the foregoing, unless otherwise provided
in the partnership agreement, an assignee who becomes a limited partner
is liable for the obligations of his assignor to make contributions as
provided in section 121-502 of this article, but shall not be liable for
the obligations of his assignor under sections 121-603 and 121-607 of
this article. However, the assignee is not obligated for liabilities,
including the obligations of his assignor to make contributions as
provided in section 121-502 of this article, unknown to the assignee at
the time he becomes a limited partner.
Structure New York Laws
Article 8-A - Revised Limited Partnership Act
121-103 - Reservation of Partnership Name.
121-104 - Statutory Designation of Secretary of State as Agent for Service of Process.
121-104-A - Resignation for Receipt of Process.
121-108 - Business Transactions of Partner With the Partnership.
121-109 - Service of Process on Limited Partnerships.
121-109-A - Electronic Service of Process.
121-110 - The Partnership Agreement.
121-201 - Certificate of Limited Partnership.
121-202 - Amendment of the Certificate of Limited Partnership.
121-202-A - Certificate of Change.
121-203 - Cancellation of Certificate.
121-204 - Execution of Certificates.
121-205 - Execution, Amendment or Cancellation by Judicial Act.
121-206 - Filing With the Department of State.
121-207 - Liability for False Statement in Certificate.
121-208 - Restated Certificate of Limited Partnership.
121-301 - Admission of Limited Partners.
121-302 - Classes and Voting by Limited Partners.
121-303 - Liability to Third Parties.
121-304 - Person Erroneously Believing Himself a Limited Partner.
121-401 - Admission of Additional General Partners.
121-402 - Events of Withdrawal of a General Partner.
121-403 - General Powers and Liabilities.
121-404 - Contributions by a General Partner.
121-405 - Classes and Voting by General Partners.
121-501 - Form of Contribution.
121-502 - Liability for Contributions.
121-503 - Sharing of Profits and Losses.
121-504 - Sharing of Distributions.
121-601 - Interim Distributions.
121-602 - Withdrawal of a General Partner.
121-603 - Withdrawal of a Limited Partner.
121-604 - Right to Distribution Upon Withdrawal.
121-605 - Distribution in Kind.
121-606 - Right to Distribution.
121-607 - Limitations on Distribution.
121-701 - Nature of Partnership Interest.
121-702 - Assignment of Partnership Interest.
121-704 - Right of Assignee to Become Limited Partner.
121-705 - Liability Upon Assignment.
121-706 - Power of Estate of Deceased or Incompetent Partner.
121-801 - Nonjudicial Dissolution.
121-802 - Judicial Dissolution.
121-804 - Distribution of Assets.
121-902 - Application for Authority, Contents.
121-903 - Certificate of Amendment.
121-903-A - Certificate of Change.
121-904 - Application for Authority; Effect.
121-905 - Surrender of Certificate of Authority.
121-906 - Termination of Existence.
121-907 - Doing Business Without Certificate of Authority.
121-1001 - Parties to Actions.
121-1002 - Limited Partners' Derivative Action.
121-1003 - Security for Expenses.
121-1004 - Indemnification of General Partner.
121-1101 - Merger and Consolidation of Limited Partnerships.
121-1102 - Procedure for Merger or Consolidation.
121-1103 - Certificate of Merger or Consolidation; Contents.
121-1104 - Effect of Merger or Consolidation.
121-1105 - Payment for Interest of Dissenting Limited Partners.
121-1106 - Mergers and Consolidations Involving Other Business Entities.
121-1201 - Existing Limited Partnership.
121-1202 - Adoption by Previously Formed Limited Partnerships.