Pennsylvania § 8453 Transfer of transferable interest

Pennsylvania Statutes

§ 8453 — Transfer of transferable interest

Pennsylvania § 8453

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART III

Ch. 84GENERAL PARTNERSHIPS

Subch.TRANSFERABLE INTERESTS AND RIGHTS

This text of Pennsylvania § 8453 (Transfer of transferable interest) is published on Counsel Stack Legal Research, covering Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

15 Pa. Cons. Stat. § 8453 (2026).

Text

(a)General rule.--A transfer, in whole or in part, of a transferable interest:

(1)is permissible;

(2)does not by itself cause the dissociation of the transferor as a partner or a dissolution and winding up of the partnership's business; and

(3)subject to section 8455 (relating to power of personal representative of deceased partner), does not entitle the transferee to:

(i)participate in the management or conduct of the partnership's business; or

(ii)except as provided in subsection (c), have access to records or other information concerning the partnership's business.

(b)Rights of transferee.--A transferee has the right to:

(1)receive, in accordance with the terms of the transfer:

(i)distributions to which the transferor would otherwise be entitled; and

(ii)allocations o

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(a) General rule.--A transfer, in whole or in part, of a transferable interest:

(1) is permissible;

(2) does not by itself cause the dissociation of the transferor as a partner or a dissolution and winding up of the partnership's business; and

(3) subject to section 8455 (relating to power of personal representative of deceased partner), does not entitle the transferee to:

(i) participate in the management or conduct of the partnership's business; or

(ii) except as provided in subsection (c), have access to records or other information concerning the partnership's business.

(b) Rights of transferee.--A transferee has the right to:

(1) receive, in accordance with the terms of the transfer:

(i) distributions to which the transferor would otherwise be entitled; and

(ii) allocations of income, gain, loss, deduction or credit or similar item which would otherwise be made to the transferor; and

(2) seek under section 8481(a)(5) (relating to events causing dissolution) a judicial determination that it is equitable to wind up the partnership business.

(c) Right to account on dissolution.--In a dissolution and winding up of a partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution.

(d) Recognition of transferee's rights.--A partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.

(e) Transfer restrictions.--A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.

(f) Rights retained by transferor.--Except as provided in section 8461(4)(ii) (relating to events causing dissociation), if a partner transfers a transferable interest, the transferor retains the rights of a partner other than the transferable interest transferred and retains all the duties and obligations of a partner.