N.Y. Partnership Law § 121-702: Assignment of partnership interest

§ 121-702. Assignment of partnership interest. (a) Except as provided

in the partnership agreement,

(1) A partnership interest is assignable in whole or in part;

(2) An assignment of a partnership interest does not dissolve a

limited partnership or entitle the assignee to become or to exercise any

rights or powers of a partner;

(3) The only effect of an assignment is to entitle the assignee to

receive, to the extent assigned, the distributions and allocations of

profits and losses to which the assignor would be entitled; and

(4) A partner ceases to be a partner and to have the power to exercise

any rights or powers of a partner upon assignment of all of his

partnership interest. Unless otherwise provided in the partnership

agreement, the pledge of, or the granting of a security interest, lien

or other encumbrance in or against, any or all of the partnership

interest of a partner shall not cause the partner to cease to be a

partner or to have the power to exercise any rights or powers of a

partner.

(b) The partnership agreement may provide that a limited partner's

interest may be evidenced by a certificate issued by the partnership and

may also provide for the assignment or transfer of any of the interest

represented by such a certificate. A limited partner's interest may be a

certificated security or an uncertificated security within the meaning

of section 8--102 of the uniform commercial code if the requirements of

section 8--103(c) are met, and if the requirements are not met shall be

deemed to be a general intangible.

(c) Unless otherwise provided in a partnership agreement and except to

the extent assumed by agreement, until an assignee of a partnership

interest becomes a partner, the assignee shall have no liability as a

partner solely as a result of the assignment.