2015 ORS 70.300¹
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]


1 Legislative Counsel Committee, CHAPTER 70—Limited Partnerships, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors070.­html (2015) (last ac­cessed Jul. 16, 2016).
 
2 OregonLaws.org contains the con­tents of Volume 21 of the ORS, inserted along­side the per­tin­ent statutes. See the preface to the ORS An­no­ta­tions for more information.
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.