Connecticut § 34-27a - Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor.
Full text of Connecticut Connecticut General Statutes § 34-27a — Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor., with citation guidance and answers to common questions.
§ 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor.
Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. (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 chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make contributions as provided in the partnership agreement and in section 34-25, and to return distributions as provided in section 34-25a. 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 partnership agreement.
(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 34-14 and 34-25.
(P.A. 79-440, S. 41; P.A. 85-197, S. 6; P.A. 86-379, S. 18.)
History: P.A. 85-197 amended Subsec. (b) to replace provision that assignee is liable “to make and return contributions as provided in” specified statutory sections with provision that assignee is liable “to make contributions as provided in the certificate of limited partnership and in section 34-25 and to return distributions as provided in section 34-25a”; P.A. 86-379 changed “certificate of limited partnership” to “partnership agreement”.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
Cited. 35 CA 81.
Source: official Connecticut text · Last verified 2026-08-27
Frequently Asked Questions About Connecticut § 34-27a
What does Connecticut General Statutes § 34-27a cover?
Section 34-27a ("Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor.") is part of the Connecticut General Statutes, the codified statutory law of Connecticut. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Connecticut § 34-27a?
A common citation format is "Connecticut General Statutes § 34-27a" (Connecticut). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Connecticut law?
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How does Connecticut § 34-27a apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Connecticut can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
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