Utah Code 48-2e-702. Transfer of transferable interest

(1)

A transfer, in whole or in part, of a transferable interest:

Terms Used In Utah Code 48-2e-702

Limited partner: means a person that:

(a)	has become a limited partner under Section 48-2e-301 or was a limited partner in a limited partnership when the limited partnership became subject to this chapter under Section 48-2e-1205; and

(b)

has not dissociated under Section 48-2e-601. See Utah Code 48-2e-102

Limited partnership: means an entity formed under this chapter or which becomes subject to this chapter under 11, or Section 48-2e-1205. See Utah Code 48-2e-102

Partner: means a limited partner or general partner. See Utah Code 48-2e-102

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 agreement, whether or not referred to as a partnership agreement, and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in Subsection 48-2e-112(1). See Utah Code 48-2e-102

Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Utah Code 48-2e-102

Required information: means the information that a limited partnership is required to maintain under Section 48-2e-115. See Utah Code 48-2e-102

Transfer: includes :

(a)	an assignment;

(b)	a conveyance;

(c)

a sale;

(d)

a lease;

(e)	an encumbrance, including a mortgage or security interest;

(f)	a gift; and

(g)

a transfer by operation of law. See Utah Code 48-2e-102

Transferable interest: means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a limited partnership in accordance with the partnership agreement, whether or not the person remains a partner or continues to own any part of the right. See Utah Code 48-2e-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 Utah Code 48-2e-102

(a)

is permissible;

(b)	does not by itself cause the person‘s dissociation or a dissolution and winding up of the limited partnership‘s activities and affairs; and

(c)

subject to Section 48-2e-704, does not entitle the transferee to:

(i)	participate in the management or conduct of the limited partnership‘s activities or affairs; or

(ii)	except as otherwise provided in Subsection (3), have access to required information, records, or other information concerning the limited partnership’s activities and affairs.

(2)	A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(3)	In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.

(4)	A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(5)	A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership knows or has notice of the transfer.

(6)	A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer.

(7)

Except as otherwise provided in Subsections 48-2e-601(2)(d)(ii) and 48-2e-603(4)(b), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.

(8)

If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor’s obligations under Sections 48-2e-502 and 48-2e-505 known to the transferee when the transferee becomes a partner.

Enacted by Chapter 412, 2013 General Session

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