KRS 362.2-702: Transfer of partner's transferable interest.

(1) A transfer, in whole or in part, of a partner's transferable interest in the limited

partnership:

(a) Is permissible;

(b) Does not by itself cause the partner's dissociation or a dissolution and winding

up of the limited partnership's activities; and

(c) Does not, as against the other partners or the limited partnership, entitle the

transferee to participate in the management or conduct of the limited

partnership's activities, to require access to information concerning the limited

partnership's transactions except as provided in subsection (3) of this section,

or to inspect or copy the required information or the limited partnership's other

records.

(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 limited partnership's activities the

net amount otherwise distributable to the transferor.

(3) In a dissolution and winding up, a transferee is entitled to an account of the limited

partnership's transactions 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 a transferee's rights under this section

until the limited partnership has notice of the transfer.

(6) A transfer of a partner's transferable interest 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 transferor's obligations u nder KRS 362.2 -502 and 362.2 -509. However, the

transferee is not obligated for liabilities unknown to the transferee at the time the

transferee became a partner.

(8) Limitations upon transfer set forth in KRS 362.2 -701 to 362.2 -704 or adopted by

the partne rs in accordance with this subchapter are enforceable notwithstanding

KRS 355.9-406 and 355.9-408.