§425-113  Transfer of partnership property. (a)  Partnership property may be transferred as follows:

(1)  Subject to the effect of a partnershipregistration statement filed under section 425-1, partnership property held inthe name of the partnership may be transferred by an instrument of transferexecuted by a partner in the partnership name.

(2)  Partnership property held in the name of one ormore partners with an indication in the instrument transferring the property tothem of their capacity as partners or of the existence of a partnership, butwithout an indication of the name of the partnership, may be transferred by aninstrument of transfer executed by the persons in whose name the property isheld.

(3)  Partnership property held in the name of one ormore persons other than the partnership, without an indication in theinstrument transferring the property to them of their capacity as partners orof the existence of a partnership, may be transferred by an instrument oftransfer executed by the persons in whose name the property is held.

(b)  A partnership may recover partnershipproperty from a transferee only if it proves that execution of the instrumentof initial transfer did not bind the partnership under section 425-112 and:

(1)  As to a subsequent transferee who gave value forproperty transferred under subsection (a)(1) and (2), proves that thesubsequent transferee knew or had received a notification that the person whoexecuted the instrument of initial transfer lacked authority to bind thepartnership; or

(2)  As to a transferee who gave value for propertytransferred under subsection (a)(3), proves that the transferee knew or hadreceived a notification that the property was partnership property and that theperson who executed the instrument of initial transfer lacked authority to bindthe partnership.

(c)  A partnership may not recover partnershipproperty from a subsequent transferee if the partnership would not have beenentitled to recover the property, under subsection (b), from any earliertransferee of the property.

(d)  If a person holds all of the partners'interests in the partnership, all of the partnership property vests in thatperson.  The person may execute a document in the name of the partnership toevidence vesting of the property in that person and may file or record thedocument. [L 1999, c 284, pt of §1]