Notes in Law 67

Assignment of limited partner’s interest (Art. 1859)

1. Rule: A limited partner’s interest is assignable

2. Effect of assignment

1. If the assignee does not become a substituted partner

1. The assignee is only entitled to receive the following to which the assignor
partner would otherwise be entitled:

1. Share of the profits

2. Other compensation by way of income

3. Return of the contribution

2. he has no right to:

1. Require any information or account of partnership transactions

2. Inspect partnership books

3. If the assignee becomes a substituted limited partner

1. Substituted limited partner, concept

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 the partnership.

1. Requisites on order that assignee may become a substituted limited partner

1. All the members of the partnership must consent to the assignee becoming a
substituted limited partner, unless the assignor is empowered by the certificate to give
is empowered by the certificate to give the assignee such right

2. the certificate must be amended to reflect the substitution

 the certificate must be registered with the SEC

1. Rights and liabilities of the substituted limited partner

He has all the rights and powers, and is subject to all restrictions and liabilities of the assignor except
those liabilities of which he is ignorant at the time he became a limited partner and which could not be
ascertained from the certificate 

1. Liabilities of the assignor

The substitution of the assignee as a limited does not release the assignor from the following liability:

1. to persons who rely on a false statement in the certificate (Art. 1848)

 2. to creditors who extended credit or whose claims arose before the assignment (Art. 1858)