Kansas Statutes 56-1a,404. Right of assignee to become limited partner
Terms Used In Kansas Statutes 56-1a,404
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and so named in the certificate of limited partnership or similar instrument of the state or foreign country under which the limited partnership is organized if so required. See Kansas Statutes 56-1a,101
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Kansas Statutes 56-1a,101
- Partner: means a limited or general partner. See Kansas Statutes 56-1a,101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business. See Kansas Statutes 56-1a,101
- Partnership interest: means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. See Kansas Statutes 56-1a,101
(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:
(1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(2) 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 act. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in Kan. Stat. Ann. §§ 56-1a301 through 56-1a304, and amendments thereto, and 56-1a351 through 56-1a358, and amendments thereto. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.
(c) 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 Kan. Stat. Ann. §§ 56-1a157 and 56-1a302, and amendments thereto.