474

(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:\n(1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement; or\n(2) all other partners consent.\n(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 subchapters V and VI. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.\n(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from their liability to the limited partnership under sections 347 and 422 of this chapter.