O.C.G.A. § 14-9-704 (2019)
Right of assignee to become limited partner
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(1) The partnership agreement so provides; or
(2) All other partners consent.
(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. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make contributions as provided in Code Section 14-9-502. However, unless otherwise agreed between the assignee and the assignor, such 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 written partnership agreement.
(c) Subject to contrary provision in the partnership agreement, if an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under Code Section 14-9-502.
History
(Code 1981, § 14-9-704, enacted by Ga. L. 1988, p. 1016, § 1.)
Annotations
COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section specifies how an assignee of a general or limited partner’s partnership interest becomes a limited partner and the consequences of doing so, including assumption by the assignee of rights, powers and liabilities of limited partner.
CORPORATIONS & PARTNERSHIPS
Prior Georgia Law See Comment to Section 14-9-702. Comparison With Official RULPA Subsection (a) changes the official version by clarifying that the partnership agreement can permit an assignee to become a limited partner whether or not the assignor confers that right on the assignee. Subsection (b) changes the official version by limiting the reference to partner liabilities to Section 14-9-502, consistently with the elimination of broader liabilities (see the Comment to Section 14-9-601). Cross-References Definition of ‘‘limited partner’’: § 14-9-101(7). Admission of limited partner into partnership generally: § 14-9-301. Partner’s liability on contribution obligation: § 14-9-502. Assignment of partnership interest in a limited partnership: § 14-9-702. JUDICIAL DECISIONS Transfer of trust assets declared improperly. - In a trustee’s suit against a company and the company’s manager for interfering with trust assets, the trial court properly granted the trustee declaratory relief declaring the transfer invalid
because the evidence showed that the company and the company’s manager unilaterally transferred the trust’s property interest, invading the trust’s interest. Schinazi v. Eden, 338 Ga. App. 793, 792 S.E.2d 94 (2016).
RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, §§ 1279, 1289, 1296-1298.
C.J.S. - §§ 582, 589.
Partnership,