KRS 362.483: Right of assignee to become limited partner.

(1) An assignee of a partnership interest, including an assignee of a general partner,

may become a limited partner if and to the extent that:

(a) The assignor gives the assignee that right in accordance with the provisions of

the partnership agreement; or

(b) All other partners consent.

(2) An assignee who has become a limited partner shall have, to the extent assigned, the

rights and powers, and shall be subject to the restrictions and liabilities, of a limited

partner under the partnership agreement and KRS 362.403 to 362.525. An assignee

who becomes a limited partner also shall be liable for the obligations of his assignor

to make and return contributions as provided in KRS 362.455 and 362.475.

However, the assignee shall not be obligated for liabilities unk nown to the assignee

at the time he became a limited partner and which could not be ascertained from the

partnership agreement.

(3) If an assignee of a partnership interest becomes a limited partner, the assignor shall

not be released from his liability to the limited partnership under KRS 362.427 and

362.455.