Transfer of partnership property.
R.I. Gen. Laws § 7-12.1-302
in effect7-12.1-302. Transfer of partnership property.
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of partnership authority under § 7-12.1-303, partnership property held in the name of the partnership may be transferred by an
instrument of transfer signed by a partner in the partnership name;
(2) Partnership property held in the name of one or more partners with an indication in
the instrument transferring the property to them of their capacity as partners or
of the existence of a partnership, but without an indication of the name of the partnership,
may be transferred by an instrument of transfer signed by the persons in whose name
the property is held; or
(3) Partnership property held in the name of one or more persons other than the partnership,
without an indication in the instrument transferring the property to them of their
capacity as partners or of the existence of a partnership, may be transferred by an
instrument of transfer signed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves
that signing of the instrument of initial transfer did not bind the partnership under
§ 7-12.1-301 and:
(1) As to a subsequent transferee who gave value for property transferred under subsections
(a)(1) and (a)(2) of this section, proves that the subsequent transferee knew or had
been notified that the person who signed the instrument of initial transfer lacked
authority to bind the partnership; or
(2) As to a transferee who gave value for property transferred under subsection (a)(3)
of this section, proves that the transferee knew or had been notified that the property
was partnership property and that the person who signed the instrument of initial
transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if
the partnership would not have been entitled to recover the property, under subsection
(b) of this section, from any earlier transferee of the property.
(d) If a person holds all the partners’ interests in the partnership, all the partnership
property vests in that person. The person may sign a record in the name of the partnership
to evidence vesting of the property in that person and may file or record the record.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective
January 1, 2023.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-12.1/7-3/7-12.1-302.htmFetched: 10/20/2026