§ 7-64-503 — Transfer of partner's transferable interest

(1) A transfer, in
whole or in part, of a partner's transferable interest in the partnership:

(a) Is permissible;

(b) Does not by itself cause the partner's dissociation or a dissolution and
winding up of the partnership business; and

(c) Does not entitle the transferee to participate in the management or
conduct of the partnership business, to require access to information concerning
partnership transactions, or to inspect or copy the partnership books or records.

(2) A transferee of a partner's transferable interest in the partnership has a
right:

(a) To receive, in accordance with the transfer, distributions to which the
transferor would otherwise be entitled;

(b) To receive upon the dissolution and winding up of the partnership
business, in accordance with the transfer, the net amount otherwise distributable to
the transferor; and

(c) To seek under section 7-64-801 (1)(f) a judicial determination that it is
equitable to wind up the partnership business.

(3) In a dissolution and winding up, a transferee is entitled to an account of
partnership transactions only from the date of the latest account agreed to by all of
the partners.

(4) Upon transfer, the transferor retains the rights and duties of a partner
other than the interest transferred.

(5) A partnership need not give effect to a transferee's rights under this
section until it has notice of the transfer. On request of the partnership or any
partner, the transferee shall furnish reasonable proof of the transfer.

(6) A transfer of a partner's transferable interest in the partnership in
violation of a restriction on transfer contained in the partnership agreement is
ineffective as to a person having notice of the restriction at the time of transfer.

Legislative History

Source: L. 97: Entire article added, p. 883, � 1, effective January 1, 1998.