§425E-702 - Transfer of partner's transferable interest.
[§425E-702] Transfer of partner's
transferable interest. (a) A transfer, in whole or in part, of a
partner's transferable interest:
(1) Is permissible;
(2) Shall not by itself cause the partner's
dissociation or a dissolution and winding up of the limited partnership's
activities; and
(3) Shall not, as against the other partners or the
limited partnership, entitle the transferee to participate in the management or
conduct of the limited partnership's activities, to require access to
information concerning the limited partnership's transactions except as
otherwise provided in subsection (c), or to inspect or copy the required
information or the limited partnership's other records.
(b) A transferee has a right to receive, in
accordance with the transfer:
(1) Distributions to which the transferor would
otherwise be entitled; and
(2) Upon the dissolution and winding up of the
limited partnership's activities the net amount otherwise distributable to the
transferor.
(c) In a dissolution and winding up, a
transferee shall be entitled to an account of the limited partnership's
transactions only from the date of dissolution.
(d) Upon transfer, the transferor retains the
rights of a partner other than the interest in distributions transferred and
retains all duties and obligations of a partner.
(e) A limited partnership need not give effect
to a transferee's rights under this section until the limited partnership has
notice of the transfer.
(f) A transfer of a partner's transferable
interest in the limited partnership in violation of a restriction on transfer
contained in the partnership agreement shall be ineffective as to a person
having notice of the restriction at the time of transfer.
(g) A transferee that becomes a partner with
respect to a transferable interest shall be liable for the transferor's
obligations under sections 425E-502 and 425E-509. However, the transferee
shall not be liable for obligations unknown to the transferee at the time the
transferee became a partner. [L 2003, c 210, pt of §1]