HARRY HUGHES, Governor

3045

(2) ALL OTHER PARTNERS CONSENT.

(B)  RIGHTS AND OBLIGATIONS OF ASSIGNEE. 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 TITLE. AN ASSIGNEE WHO
BECOMES A LIMITED PARTNER ALSO IS LIABLE FOR THE OBLIGATIONS
OF HIS ASSIGNOR TO MAKE AND RETURN CONTRIBUTIONS AS PROVIDED
IN SUBTITLE 5 AND SUBTITLE 6, 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 THE PARTNERSHIP
AGREEMENT.

(C)  ASSIGNOR'S LIABILITY FOR CONTRIBUTION. IF AN
ASSIGNEE OF A PARTNERSHIP INTEREST BECOMES A LIMITED
PARTNER, THE ASSIGNOR IS NOT RELEASED FROM HIS LIABILITY TO
THE LIMITED PARTNERSHIP UNDER § 10-502 AND § 10-608.

COMMENT

This section is derived from § 10-118(d), (f), and (g)
of the previous Limited Partnership Act (subdivisions (4),
(6), and (7) respectively of § 19 of the prior uniform law),
but subsection (b) defines more narrowly than previous law
the obligations of the assignor that are automatically
assumed by the assignee. It is intended that both the
assignor and the assignee will be liable for the obligations
of the assignor to make his capital contribution. As noted
in the Comment to § 10-302 of this title, the previous
terminology of "substituted limited partner" is eliminated.

10-704. DEATH, INCOMPETENCY, INSOLVENCY, OR TERMINATION OF
A GENERAL PARTNER.

(A) BECOMES A LIMITED PARTNER. UNLESS OTHERWISE
PROVIDED IN THE PARTNERSHIP AGREEMENT:

(1)  IF A GENERAL PARTNER WHO IS AN INDIVIDUAL
DIES OR A COURT OF COMPETENT JURISDICTION ADJUDGES THE
INDIVIDUAL TO BE INCOMPETENT TO MANAGE HIS PERSON OR HIS
PROPERTY, THE PARTNER'S EXECUTOR, PERSONAL REPRESENTATIVE,
ADMINISTRATOR, GUARDIAN, CONSERVATOR, OR OTHER LEGAL
REPRESENTATIVE SHALL AUTOMATICALLY BECOME A LIMITED PARTNER;

(2)  IF A GENERAL PARTNER IS A CORPORATION,
ESTATE, TRUST, PARTNERSHIP, OR OTHER ENTITY AND IS DISSOLVED
OR TERMINATED, ITS LEGAL REPRESENTATIVE OR SUCCESSOR SHALL
AUTOMATICALLY BECOME A LIMITED PARTNER;

(3)  IF A GENERAL PARTNER WITHDRAWS UNDER §
10-402(3) OR PERMITS AN ACT SPECIFIED IN § 10-402(4), THAT
PARTNER SHALL AUTOMATICALLY BECOME A LIMITED PARTNER.