New Jersey § 42:2a-49

§ 42:2a-49.

Right of assignee to become limited partner; rights, restrictions and liabilities. 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 the assignor gives the assignee

that right in accordance with authority described in the certificate of limited partnership

or all general partners and two-thirds in interest of the limited 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. 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 certificate

or agreement of limited partnership. 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 21 and

35 of P.L. 1983, c. 489 ( C. 42:2A-22 and 42:2A-36 ).