Alabama § 10A-9A-7.02 Transfer of Partner’s Transferable Interest

Alabama Statutes

§ 10A-9A-7.02 — Transfer of Partner’s Transferable Interest

Alabama § 10A-9A-7.02

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 9AAlabama Limited Partnership Law

Art. 7Transferable Interests and Rights of Transferees and Creditors

This text of Alabama § 10A-9A-7.02 (Transfer of Partner’s Transferable Interest) is published on Counsel Stack Legal Research, covering Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ala. Code § 10A-9A-7.02 (2026).

Text

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

(1)is permissible;

(2)does not by itself cause the partner’s dissociation;

(3)does not by itself cause a dissolution and winding up of the limited partnership; and

(4)subject to Section 10A-9A-7.04, does not entitle the transferee to:

(A)participate in the management or conduct of the limited partnership’s activities and affairs; or

(B)except as otherwise provided in subsection (d), 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)A transferable interest may be evidenced by a certificate of trans

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(a) A transfer, in whole or in part, of a partner’s transferable interest:
(1) is permissible;
(2) does not by itself cause the partner’s dissociation;
(3) does not by itself cause a dissolution and winding up of the limited partnership; and
(4) subject to Section 10A-9A-7.04, does not entitle the transferee to:
(A) participate in the management or conduct of the limited partnership’s activities and affairs; or
(B) except as otherwise provided in subsection (d), 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) A transferable interest may be evidenced by a certificate of transferable interest issued by the limited partnership. A partnership agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form.
(d) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.
(e) Except as otherwise provided in Sections 10A-9A-6.01(b)(3), 10A-9A-6.01(b)(10), 10A-9A-6.01(b)(11), 10A-9A-6.03(4)(B), 10A-9A-6.03(11), and 10A-9A-6.03(12) when a partner transfers a transferable interest, the transferor retains the rights of a partner other than the right to distributions transferred and retains all duties and obligations of a partner.
(f) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.
(g) When a partner transfers a transferable interest to a person that is admitted as a partner with respect to the transferred interest, the transferee is liable for the partner’s obligations under Sections 10A-9A-5.02 and 10A-9A-5.08 to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a partner.
(h) Notwithstanding anything in Title 43 to the contrary, a partnership agreement may provide that a transferable interest may or shall be transferred in whole or in part, with or without consideration, to one or more persons at the death of the holder of the transferable interest. Any transferable interest transferred pursuant to this subsection shall be subject to any outstanding charging order under Section 10A-9A-7.03. This subsection does not limit the rights of creditors of holders of transferable interests against transferees under this chapter or other laws of this state.