§ 45-10.2-63 — (702) Transfer of the transferable interest of a partner

North Dakota § 45-10.2-63

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

Text

1. A transfer, in whole or in part, of the transferable interest of a partner:
a. Is permissible;
b. Does not by itself cause the dissociation of a partner or a dissolution and winding
up of the activities of the limited partnership; and
c. Does not, as against the other partners or the limited partnership, entitle the
transferee:
(1) To participate in the management or conduct of the activities of the limited
partnership;
(2) To require access to information concerning the transactions of the limited
partnership except as otherwise provided in subsection 3; or
(3) To inspect or copy the required information or the other records of the
limited partnership.
2. A transferee has a right to receive, in accordance with the transfer:
a. Distributions to which the transferor would otherwise be entitled; and
b. Upon the dissolution and winding up of the activities of the limited partnership the
net amount otherwise distributable to the transferor.
3. In a dissolution and winding up, a transferee is entitled to an account of the
transactions of the limited partnership only from the date of dissolution.
4. Upon transfer, the transferor retains the rights of a partner other than the interest in
distributions transferred and retains all duties and obligations of a partner.
5. A limited partnership need not give effect to the rights of a transferee under this
section until the limited partnership has notice of the transfer.
6. A transfer of the transferable interest of a partner in the limited 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.
7. A transferee that becomes a partner with respect to a transferable interest is liable for
the obligations of the transferor under sections 45-10.2-47 and 45-10.2-54. However,
the transferee is not obligated for liabilities unknown to the transferee at the time the
transferee became a partner.