West Virginia § 47B-3-2 Transfer of partnership property

West Virginia Statutes

§ 47B-3-2 — Transfer of partnership property

West Virginia § 47B-3-2

Ch. 47BUNIFORM PARTNERSHIP ACT

Art. 3RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

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Bluebook

W. Va. Code § 47B-3-2 (2026).

Text

(a)Partnership property may be transferred as follows:

(1)Subject to the effect of a statement of partnership authority under section three, article three of this chapter, 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.

(2)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.

(3)Partnership property held in the name of one or more persons other than the partnership, without

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(a) Partnership property may be transferred as follows:

(1) Subject to the effect of a statement of partnership authority under section three, article three of this chapter, 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.

(2) 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.

(3) 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.

(b) 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 one, article three of this chapter, and:

(1) As to a subsequent transferee who gave value for property transferred under subdivisions (1) and (2), subsection (a) of this section, 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

(2) As to a transferee who gave value for property transferred under subdivision (3), subsection (a) of this section, 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.

(c) 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 (b) of this section, from any earlier transferee of the property.

(d) 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.