Assignee of partnership interest as limited partner
(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(b) All other partners consent.
(2) 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 the assignor to make and return contributions as provided in ORS 70.225 (Form of contribution) to 70.275 (Liability of partner who receives return of contribution). However, the assignee is not obligated for liabilities that were unknown to the assignee at the time the assignee became a limited partner and that could not be ascertained from the certificate of limited partnership.
(3) 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 ORS 70.105 (Remedy for false statements in certificate) and 70.230 (Obligation of partner). [1985 c.677 §43; 1987 c.543 §26]
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