(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 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 obligations of his assignor to make and return contributions as provided in Articles 5 and 6. 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 Section 33-42-270 and Section 33-42-820.
HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 42 - Uniform Limited Partnership Act
Section 33-42-10. Short title.
Section 33-42-20. Definitions.
Section 33-42-40. Reservation of name.
Section 33-42-45. Assumed name.
Section 33-42-50. Specified office and agent.
Section 33-42-70. Nature of business.
Section 33-42-75. Limited partnerships activities, financial assistance, and duration.
Section 33-42-80. Business transactions of partner with partnership.
Section 33-42-210. Certificate of limited partnership.
Section 33-42-220. Amendment to certificate.
Section 33-42-230. Cancellation of certificate.
Section 33-42-240. Execution of certificates.
Section 33-42-250. Execution by judicial act.
Section 33-42-260. Filing in office of Secretary of State.
Section 33-42-270. Liability for false statement in certificate.
Section 33-42-280. Scope of notice.
Section 33-42-290. Delivery of certificates to limited partners.
Section 33-42-300. Affidavit of general partners' authority.
Section 33-42-310. Status of existing county filings.
Section 33-42-410. Admission of additional limited partners.
Section 33-42-430. Liabilities to third parties.
Section 33-42-440. Person erroneously believing himself limited partner.
Section 33-42-450. Information.
Section 33-42-610. Admission of additional or substitute general partners.
Section 33-42-620. Events of withdrawal.
Section 33-42-630. General powers and liabilities.
Section 33-42-640. Contributions by general partner.
Section 33-42-810. Form of contribution.
Section 33-42-820. Liability for contributions.
Section 33-42-830. Sharing of profits and losses.
Section 33-42-840. Sharing of distributions.
Section 33-42-1010. Interim distributions.
Section 33-42-1020. Withdrawal of general partner.
Section 33-42-1030. Withdrawal of limited partner.
Section 33-42-1040. Distribution upon withdrawal.
Section 33-42-1050. Distribution in kind.
Section 33-42-1060. Right to distribution.
Section 33-42-1070. Limitations on distribution.
Section 33-42-1080. Liability upon return of contribution.
Section 33-42-1210. Nature of partnership interest.
Section 33-42-1220. Assignment of partnership interest.
Section 33-42-1230. Rights of creditor.
Section 33-42-1240. Right of assignee to become limited partner.
Section 33-42-1250. Power of estate of deceased or incompetent partner.
Section 33-42-1410. Nonjudicial dissolution.
Section 33-42-1420. Judicial dissolution.
Section 33-42-1430. Winding up.
Section 33-42-1440. Distribution of assets.
Section 33-42-1610. Law governing.
Section 33-42-1620. Registration.
Section 33-42-1630. Issuance of registration.
Section 33-42-1650. Changes and amendments.
Section 33-42-1660. Cancellation of registration.
Section 33-42-1670. Transaction of business without registration.
Section 33-42-1680. Action of Attorney General.
Section 33-42-1690. Activities not deemed transacting business.
Section 33-42-1810. Right of action.
Section 33-42-1820. Proper plaintiff.
Section 33-42-2010. Construction and application.
Section 33-42-2020. Rules for cases not provided for in this chapter.
Section 33-42-2030. Severability.
Section 33-42-2040. Filing fees.
Section 33-42-2120. Articles of merger; contents; filing.
Section 33-42-2130. Effect of merger; service of process; liability for partnership obligations.