§ 7-64-302 — Transfer of partnership property

(1) Partnership property may
be transferred as follows:

(a) Subject to the effect of a statement of partnership authority under
section 7-64-303, partnership property held in the name of the partnership may be
transferred by an instrument of transfer executed by a partner in the partnership
name.

(b) 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 executed by the
persons in whose name the property is held.

(c) 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 executed by the persons in whose name
the property is held.

(2) A partnership may recover partnership property from a transferee only if
it proves that execution of the instrument of initial transfer did not bind the
partnership under section 7-64-301 and:

(a) As to a subsequent transferee who gave value for property transferred
under paragraph (a) or (b) of subsection (1) of this section, proves that the
subsequent transferee had notice that the person who executed the instrument of
initial transfer lacked authority to bind the partnership; or

(b) As to a transferee who gave value for property transferred under
paragraph (c) of subsection (1) of this section, proves that the transferee had notice
that the property was partnership property and that the person who executed the
instrument of initial transfer lacked authority to bind the partnership.

(3) 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 (2) of this section, from any earlier transferee of the property.

(4) If a person holds all of the partners' interests in the partnership, all of the
partnership property vests in that person. The person may execute a document in
the name of the partnership to evidence vesting of the property in that person and
may file or record the document.

Legislative History

Source: L. 97: Entire article added, p. 875, � 1, effective January 1, 1998.