California Corporations Code 15907.02 – (a) A transfer, in whole or in part, of a partner’s transferable …
(a) A transfer, in whole or in part, of a partner’s transferable interest:
(1) is permissible;
Terms Used In California Corporations Code 15907.02
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: includes a corporation as well as a natural person. See California Corporations Code 18
(2) does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership‘s activities; and
(3) 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 otherwise provided in subdivision (c), or to inspect or copy the required information or the limited partnership’s other records or to exercise any other rights or powers of a partner.
(b) A transferee has a right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) A transferee is entitled to an account of the limited partnership’s transactions only upon the dissolution and winding up of the limited partnership.
(d) 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.
(e) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.
(f) 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.
(g) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under Sections 15905.02 and 15905.09. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
(h) A transferee of a partnership interest, including a transferee of a general partner, may become a limited partner if and to the extent that (1) the partnership agreement provides or (2) all general partners and a majority in interest of the limited partners consent.
(Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)