PARTNERSHIPS—LIMITED 2759
An. Code, 1924, sec. 19. 1912, sec. 19. 1918, ch. 280, sec. 19.
19. (Assignment of Limited Partner's Interest.) (1) A limited
partner's interest is assignable.
(2) A substituted limited partner is a person admitted to all the rights
of a limited partner who has died or has assigned his interest in a
partnership.
(3) An assignee, who does not become a substituted limited partner,
has no right to require any information or account of the partnership
transactions or to inspect the partnership books; he is only entitled to
receive the share of the profits or other compensation by way of income
or the return of his contribution, to which his assignor would otherwise
be entitled.
(4) An assignee shall have the right to become a substituted limited
partner, if all the members (except the assignor) consent thereto or if
the assignor, being thereunto empowered by the certificate, gives the as-
signee that right.
(5) An assignee becomes a substituted limited partner when the cer-
tificate is appropriately amended in accordance with Section 25.
(6) The substituted limited partner has all the rights and powers, and
is subject to all the restrictions and liabilities of his assignor, except those
liabilities of which he was ignorant at the time he became a limited partner
and which could not be ascertained from the certificate.
(7) The substitution of the assignee as a limited partner does not
release the assignor from liability to the partnership under Sections 6
and 17.1
This section applies to suits brought while partnership is a going concern, and to
suits brought after dissolution but while special partner's contribution still forms part
of assets, or has been absorbed in paying debts. Safe Deposit Co. v. Cahn, 102 Md. 547.
See sec. 11.
An. Code, 1924, sec. 20. 1912, sec. 20. 1918, ch. 280, sec. 20.
20. (Effect of Retirement, Death or Insanity of a General Partner.)
The retirement, death or insanity of a general partner dissolves the part-
nership, unless the business is continued by the remaining general partners.
(a) Under a right so to do stated in the certificate, or
(b) With the consent of all members.
This section indicates that sec. 19 ought to be limited in its application so as to
include only such suits as are instituted during existence of co-partnership, or during
time after its dissolution when special partner's contribution still forms part of
firm's assets in hands of general partners. Safe Deposit Co. v. Cahn, 102 Md. 549.
An. Code, 1924, sec. 21. 1912, sec. 21. 1918, ch. 280, sec. 21.
21. (Death of Limited Partner.) (1) On the death of a limited part-
ner his executor or administrator shall have all the rights of a limited
partner for the purpose of settling his estate, and such power as the de-
ceased had to constitute his assignee a substituted limited partner.
(2) The estate of a deceased limited partner shall be liable for all his
liabilities as a limited partner.
1 The entire "Limited Partnerships" article was repealed and re-enacted by the act
of 1918, ch. 280. The annotations in vol. 2 of the Code of 1912 refer to the sections of
this article as they stood prior to the act of 1918, but are reproduced under the corre-
spondingly numbered sections of the new article in the hope that they may be of some
use.
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