§ 8672. Transfer of transferable interest.

359 words·~2 min read·/pa/title-15/chapter-86/8672

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 limited partnership's activities and affairs; and

(3)subject to section 8674 (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 activities and affairs; or

(ii)except as provided under subsection (c), have access to required information, records or other information concerning the partnership's activities and affairs.

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

(c)Right to account on dissolution.-- 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)Certificate of interest.-- A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in record form, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(e)Recognition of transferee's rights.-- 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)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.

(g)Rights retained by transferor.-- Except as provided under sections 8661(b)(4)(ii) (relating to dissociation as limited partner) and 8663(a)(4)(ii) (relating to dissociation as general partner), 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.

15c8672v

Cross References. Section 8672 is referred to in sections 8653, 8673, 8674 of this title.

15c8673s