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.
Partnership agreement: means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. See Hawaii Revised Statutes 425E-102
Transfer: includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. See Hawaii Revised Statutes 425E-102
Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Hawaii Revised Statutes 425E-102
(1) Is permissible;(2) Shall not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership‘s activities; and(3) Shall 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 subsection (c), or to inspect or copy the required information or the limited partnership’s other records.(b) A transferee has a right to receive, in accordance with the transfer:
(1) Distributions to which the transferor would otherwise be entitled; and(2) Upon the dissolution and winding up of the limited partnership’s activities the net amount otherwise distributable to the transferor.(c) In a dissolution and winding up, a transferee shall be entitled to an account of the limited partnership’s transactions only from the date of dissolution.(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 shall be 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 shall be liable for the transferor’s obligations under §§ 425E-502 and 425E-509. However, the transferee shall not be liable for obligations unknown to the transferee at the time the transferee became a partner.
