§ 8453. Transfer of transferable interest.

336 words·~2 min read·/pa/title-15/chapter-84/8453

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)General rule.-- A transfer, in whole or in part, of a transferable interest:

(1)is permissible;

(2)does not by itself cause the dissociation of the transferor as a partner or a dissolution and winding up of the partnership's business; and

(3)subject to section 8455 (relating to power of personal representative of deceased partner), does not entitle the transferee to:

(i)participate in the management or conduct of the partnership's business; or

(ii)except as provided in subsection (c), have access to records or other information concerning the partnership's business.

(b)Rights of transferee.-- A transferee has the right to:

(1)receive, in accordance with the terms of the transfer:

(i)distributions to which the transferor would otherwise be entitled; and

(ii)allocations of income, gain, loss, deduction or credit or similar item which would otherwise be made to the transferor; and

(2)seek under section 8481(a)(5) (relating to events causing dissolution) a judicial determination that it is equitable to wind up the partnership business.

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

(d)Recognition of transferee's rights.-- A partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.

(e)Transfer restrictions.-- 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.

(f)Rights retained by transferor.-- Except as provided in section 8461(4)(ii) (relating to events causing dissociation), if a partner transfers a transferable interest, the transferor retains the rights of a partner other than the transferable interest transferred and retains all the duties and obligations of a partner.

15c8453v

Cross References. Section 8453 is referred to in sections 8445, 8454, 8455 of this title.

15c8454s