Delaware § 15-503 Transfer of partner’s economic interest

Delaware Statutes

§ 15-503 — Transfer of partner’s economic interest

Delaware § 15-503

Title6

Ch. 15DELAWARE REVISED UNIFORM PARTNERSHIP ACT

Subch.Transferees and Creditors of Partner

This text of Delaware § 15-503 (Transfer of partner’s economic interest) is published on Counsel Stack Legal Research, covering Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Del. Code tit. 6, § 15-503 (2026).

Text

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

(1)Is permissible;

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

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

(b)A transferee of a partner’s economic interest in the partnership has a right:

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

(2)To receive upon the dissolution and winding up of the partnership business or affairs, in accordance wit

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

(1) Is permissible;

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

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

(b) A transferee of a partner’s economic interest in the partnership has a right:

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

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

(3) To seek under § 15-801(6) of this title a judicial determination that it is equitable to wind up the partnership business or affairs.

(c) 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.

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

(e) A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer. Upon request of a partnership or a partner, a transferee must furnish reasonable proof of a transfer.

(f) A transfer of a partner’s economic interest in the partnership in violation of a restriction on transfer contained in a partnership agreement is ineffective.

(g) Notwithstanding anything to the contrary under applicable law, a partnership agreement may provide that a partner’s economic interest may not be transferred prior to the dissolution and winding up of the partnership.

(h) A partnership interest in a partnership may be evidenced by a certificate of partnership interest issued by the partnership. A partnership agreement may provide for the transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates. A partnership shall not have the power to issue a certificate of partnership interest in bearer form.

(i) Except to the extent assumed by agreement, until a transferee of a partnership interest becomes a partner, the transferee shall have no liability as a partner solely as a result of the transfer.

(j) A partnership may acquire, by purchase, redemption or otherwise, any partnership interest or other interest of a partner in the partnership. Any such interest so acquired by the partnership shall be deemed canceled.