Learn About The Law
Get help with your legal needs
FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.
Current as of January 01, 2024 | Updated by Findlaw Staff
1. A transfer, in whole or in part, of the transferable interest of a partner:
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.
Cite this article: FindLaw.com - North Dakota Century Code Title 45. Partnerships § 45-10.2-63. Transfer of the transferable interest of a partner - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-45-partnerships/nd-cent-code-sect-45-10-2-63/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.
Get help with your legal needs
FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.
Search our directory by legal issue
Enter information in one or both fields (Required)