Title 7
Corporations, Associations, and Partnerships

Chapter 13.1
Uniform Limited Partnership Act

Part 7
Transferable Interests and Rights of Transferees and Creditors

§ 7-13.1-702. Transfer of transferable interest.

(a) A transfer, in whole or in part, of a transferable interest:

(1) Is permissible;

(2) Does not by itself cause a person’s dissociation as a partner or a dissolution and winding up of the limited partnership’s activities and affairs; and

(3) Subject to § 7-13.1-704, does not entitle the transferee to:

(i) Participate in the management or conduct of the partnership’s activities and affairs; or

(ii) Except as otherwise provided in subsection (c) of this section, have access to required information, records, or other information concerning the partnership’s activities and affairs.

(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership’s transactions only from the date of dissolution.

(d) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(e) A limited partnership need not give effect to a transferee’s rights under this section until the partnership knows or has notice of the transfer.

(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.

(g) Except as otherwise provided in §§ 7-13.1-601(b)(4)(ii) and 7-13.1-603(4)(ii), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.

(h) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor’s obligations under §§ 7-13.1-502 and 7-13.1-505 known to the transferee when the transferee becomes a partner.