§ 45-15-02 — (302) Transfer of partnership property

North Dakota § 45-15-02

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-15: Relations of Partners to Persons Dealing With Partnership

Text

1. Partnership property may be transferred as follows:
a. Subject to the effect of a statement of partnership authority under section
45-15-03, 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
45-15-01 and:
a. As to a subsequent transferee who gave value for property transferred under
subdivision a or b of subsection 1, proves that the subsequent transferee knew or
had received a notification 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 subdivision c of
subsection 1, proves that the transferee knew or had received a notification 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,
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.