Right of assignee to become limited partner, when.
Mo. Rev. Stat. § 359.431
in effect359.431. Right of assignee to become limited partner, when. — 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:
(1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(2) All other partners consent.
2. 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 and return contributions as provided in section 359.391 . However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
3. 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 359.151 and 359.291 .
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://revisor.mo.gov/main/OneSection.aspx?section=359.431Fetched: 10/17/2026