N.D. Cent. Code § 45-10.2-63: (702) Transfer of the transferable interest of a partner
Where this section sits in the code
- Title 45 Partnerships
- Chapter 45-10.2 Uniform Limited Partnership Act
1.A transfer, in whole or in part, of the transferable interest of a partner:
a.Is permissible;
b.Does not by itself cause the dissociation of a partner or a dissolution and winding up of the activities of the limited partnership; and
c.Does not, as against the other partners or the limited partnership, entitle the transferee:
(1)To participate in the management or conduct of the activities of the limited partnership;
(2)To require access to information concerning the transactions of the limited partnership except as otherwise provided in subsection 3; or
(3)To inspect or copy the required information or the other records of the limited partnership.
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 activities of the limited partnership the net amount otherwise distributable to the transferor.
3.In a dissolution and winding up, a transferee is entitled to an account of the transactions of the limited partnership 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 the rights of a transferee under this section until the limited partnership has notice of the transfer.
6.A transfer of the transferable interest of a partner 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 obligations of the transferor under sections 45-10.2-47 and 45-10.2-54. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
Collected 2026-09-02T21:04:14Z. Source file · JSON