N.D. Cent. Code § 45-10.2-45: (409) Transfer of partnership property

1.Subject to the effect of a notification effective under subsections 4 and 9 of section 45-10.2-06, property held in the name of a limited partnership may be transferred by a record of transfer signed by a general partner in the limited partnership name.

2.If a transfer has been made to an initial transferee through a record of transfer effective under subsection 1, a limited partnership may recover the transferred limited partnership property:

a.From a transferee only if the limited partnership proves that signing the record of initial transfer did not bind the partnership under section 45-10.2-38; and

b.As to a subsequent transferee who gave value for the property, only if the limited partnership proves that the subsequent transferee knew or had received a notification that the person that signed the record 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.This section does not affect the power of a person dissociated as a general partner to bind a limited partnership under subsection 1 of section 45-10.2-60 and subsection 2 of section 45-10.2-70.