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.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
