N.Y. Partnership Law 121-705 – Liability upon assignment
§ 121-705. Liability upon assignment. (a) The assignor of a partnership interest is not released from any liability under this article or the partnership agreement, except liabilities which arise after the effectiveness of the assignment and are pursuant to section 121-207 of this article, section 121-607 of this article or, in the event the assignee becomes a limited partner, unless otherwise provided in the partnership agreement, section 121-502 of this article.
Terms Used In N.Y. Partnership Law 121-705
- 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 or as otherwise provided by the law of the jurisdiction under which the limited partnership or foreign limited partnership, as the case may be, is organized. See N.Y. Partnership Law 121-101
- Partner: means a limited or general partner. See N.Y. Partnership Law 121-101
- 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 written agreement of the partners as to the affairs of a limited partnership and the conduct of its business. See N.Y. Partnership Law 121-101
(b) An assignee who becomes a limited partner is liable for the obligations to make contributions and return distributions as provided for in this article, provided, however, that the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the partnership agreement and provided, further, that the assignee is not obligated for any accrued liabilities of the assignor at the time of assignment unless the assignee specifically assumes such liabilities.