Section 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 .

1983 a. 173 ; 1989 a. 232 .