The Florida Senate

620.154  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; 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 act. An assignee who becomes a limited partner also is liable for the obligations of her or his assignor to make and return contributions as provided in ss. 620.136 and 620.148. However, the assignee is not obligated for liabilities which are unknown to the assignee at the time she or he became a limited partner and which could not be ascertained from the partnership agreement.

(3)  If an assignee of a partnership interest becomes a limited partner, the assignor is not released from her or his liability to the limited partnership under ss. 620.117 and 620.136.

History.--s. 44, ch. 86-263; s. 133, ch. 97-102.