West Virginia Code § 47-9-42

Right of assignee to become limited partner
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(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 (1) the assignor gives the assignee that
right in accordance with authority described in the partnership agreement, or (2) 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 article. An assignee who becomes a limited partner also is
liable for the obligations of his assignor to make and return contuributions as provided in
section thirty-eight of this article: Provided, That the assignee is not obligated for liabilities
unknown to the assignee at the time he became a limited patrtner.
(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 sections fourteen and twenty-
eight of this article. l

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