Delaware Code Title 6 Sec. 17-704 – Right of assignee to become limited partner
(a) An assignee of a partnership interest, including an assignee of a general partner, becomes a limited partner:
(1) As provided in the partnership agreement; or
(2) Unless otherwise provided in the partnership agreement, upon the vote or consent of all partners.
Terms Used In Delaware Code Title 6 Sec. 17-704
- General partner: means a person who is named as a general partner in the certificate of limited partnership or similar instrument under which a limited partnership is formed if so required and who is admitted to the limited partnership as a general partner in accordance with the partnership agreement or this chapter, and includes a general partner of the limited partnership generally and a general partner associated with a series of the limited partnership. See Delaware Code Title 6 Sec. 17-101
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Limited partner: means a person who is admitted to a limited partnership as a limited partner as provided in § 17-301 of this title, and includes a limited partner of the limited partnership generally and a limited partner associated with a series of the limited partnership. See Delaware Code Title 6 Sec. 17-101
- Partner: means a limited or general partner. See Delaware Code Title 6 Sec. 17-101
- 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 agreement, written, oral or implied, of the partners as to the affairs of a limited partnership and the conduct of its business. See Delaware Code Title 6 Sec. 17-101
- 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 Delaware Code Title 6 Sec. 17-101
(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. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his or her assignor to make contributions as provided in § 17-502 of this title, but shall not be liable for the obligations of the assignor under subchapter VI of this chapter. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in § 17-502 of this title, unknown to the assignee at the time the assignee became a limited partner and which could not be ascertained from the partnership agreement.
(c) Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from liability to the limited partnership under subchapters V and VI of this chapter.
63 Del. Laws, c. 420, § ?1; 65 Del. Laws, c. 188, § ?1; 66 Del. Laws, c. 316, §§ ?58, 59; 70 Del. Laws, c. 186, § ?1; 77 Del. Laws, c. 288, § ?24; 80 Del. Laws, c. 269, § 8;