N.Y. Partnership Law Section 108
Assignment of 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 assignee that right.

(5)

An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with § 114 (Requirements for amendment or cancellation)section one hundred and fourteen of this article.

(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 ninety-five and one hundred and six.

Source: Section 108 — Assignment of interest, https://www.­nysenate.­gov/legislation/laws/PTR/108 (updated Sep. 22, 2014; accessed Jun. 22, 2024).

90
Limited partnership defined
91
Formation
92
Business which may be carried on
93
Character of limited partner’s contribution
94
Name not to contain surname of limited partner
95
Liability for false statements in certificate
96
Limited partner not liable to creditors
97
Admission of additional limited partners
98
Rights, powers and liabilities of a general partner
99
Rights of a limited partner
100
Status of person erroneously believing himself a limited partner
101
One person both general and limited partner
102
Loans and other business transactions with limited partner
103
Relation of limited partners inter se
104
Compensation of limited partner
105
Withdrawal or reduction of limited partner’s contribution
106
Liability of limited partner to partnership
107
Nature of interest in partnership
108
Assignment of interest
109
Effect of retirement, death or insanity of a general partner
110
Death of limited partner
111
Rights of creditors of limited partner
112
Distribution of assets
113
Certificate cancelled or amended
114
Requirements for amendment or cancellation
115
Parties to actions
115‑A
Limited partners’ derivative action brought in the right of a limited partnership to procure a judgment in its favor
115‑B
Security for expenses in limited partners’ derivative action brought in the right of the limited partnership to procure a judgment in its...
115‑C
Indemnification of general partner in actions in the right of a limited partnership to procure a judgment in its favor
116
Short title
117
Rules of construction
118
Rules for cases not covered
119
Existing limited partnerships

Accessed:
Jun. 22, 2024

Last modified:
Sep. 22, 2014

§ 108’s source at nysenate​.gov

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