179.64 Right of assignee to become 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, except as provided in s. 179.105 (2); 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 subchs. V and VI. The assignee is not obligated for liabilities unknown to the assignee at the time he or she became a limited partner.
(3) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under ss. 179.17 and 179.42.
History: 1983 a. 173; 1989 a. 232.
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