                                 CODE OF VIRGINIA

RIGHT OF ASSIGNEE TO BECOME LIMITED PARTNER (§ 50-73.47)

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 (i) the assignor
gives the assignee that right in accordance with authority described in writing
in the partnership agreement, or (ii) 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 obligation of his assignor
to make and return contributions as provided in Articles 5 (&#xA7; 50-73.32 et
seq.) and 6 (&#xA7; 50-73.36 et seq.) of this chapter. However, the assignee is
not obligated for liabilities unknown to the assignee at the time he became a
limited partner.

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
&#xA7;&#xA7; 50-73.18 and 50-73.33.

HISTORY: 1985, c. 607; 1987, c. 702.