N.J.S.A. 42:2A-49 — Right of assignee to become limited partner; rights, restrictions and liabilities

42:2A-49. Right of assignee to become limited partner; rights, restrictions and liabilities Right of assignee to become limited partner; rights, restrictions and liabilities. 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 the assignor gives the assignee that right in accordance with authority described in the certificate of limited partnership or all general partners and two-thirds in interest of the limited 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. However, 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 certificate or agreement of limited partnership. c. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 21 and 35 of P.L. 1983, c. 489 (C. 42:2A-22 and 42:2A-36). L. 1983, c. 489, s. 48; amended 1988,c.130,s.25. 42:2A-50 Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity. 42:2A-50. Power of personal representative of deceased or incapacitated person; representative or successor of corporation, trust, or other entity. If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to lack the mental capacity to manage the partner's person or property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. L.1983, c.489, s.49; amended 2013, c.103, s.112.

This is the verbatim text of N.J.S.A. 42:2A-49, retrieved from the New Jersey Legislature's public statute corpus. Statutes are amended periodically — for the most current version, check the external source link above. Kyzer is not a law firm and this page is not legal advice.