§ 45-10.2-45 — (409) Transfer of partnership property

North Dakota § 45-10.2-45

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-10.2: Uniform Limited Partnership Act

Text

1. Subject to the effect of a notification effective under subsections 4 and 9 of section
45-10.2-06, property held in the name of a limited partnership may be transferred by a
record of transfer signed by a general partner in the limited partnership name.
2. If a transfer has been made to an initial transferee through a record of transfer
effective under subsection 1, a limited partnership may recover the transferred limited
partnership property:
a. From a transferee only if the limited partnership proves that signing the record of
initial transfer did not bind the partnership under section 45-10.2-38; and
b. As to a subsequent transferee who gave value for the property, only if the limited
partnership proves that the subsequent transferee knew or had received a
notification that the person that signed the record 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
from any earlier transferee of the property.
4. This section does not affect the power of a person dissociated as a general partner to
bind a limited partnership under subsection 1 of section 45-10.2-60 and subsection 2
of section 45-10.2-70.