North Dakota Code 45-10.2-63 – (702) Transfer of the transferable interest of a partner
1. A transfer, in whole or in part, of the transferable interest of a partner:
Terms Used In North Dakota Code 45-10.2-63
- 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.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
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.