Kentucky Statutes 362.2-702 – Transfer of partner’s transferable interest
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(1) A transfer, in whole or in part, of a partner‘s transferable interest in the limited partnership:
(a) Is permissible;
(b) Does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership‘s activities; and
(c) 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 provided in subsection (3) of this section, or to inspect or copy the required information or the limited partnership’s other records.
(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 limited partnership’s activities the net amount otherwise distributable to the transferor.
(3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions 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 a transferee’s rights under this section until the limited partnership has notice of the transfer.
(6) 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.
(7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under KRS § 362.2-502 and KRS § 362.2-509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
(8) Limitations upon transfer set forth in KRS § 362.2-701 to KRS § 362.2-704 or adopted by the partners in accordance with this subchapter are enforceable notwithstanding KRS § 355.9-406 and KRS § 355.9-408.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 146, effective July 12, 2006.
(a) Is permissible;
Terms Used In Kentucky Statutes 362.2-702
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Partner: means a limited partner or general partner. See Kentucky Statutes 362.2-102
- 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: includes both general and limited partnerships. See Kentucky Statutes 446.010
- Partnership agreement: means the partners' agreement, oral, implied, in record form, or in any combination, concerning the limited partnership. See Kentucky Statutes 362.2-102
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Kentucky Statutes 362.2-102
- Required information: means the information that a limited partnership is required to maintain under KRS §. See Kentucky Statutes 362.2-102
- Transfer: includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. See Kentucky Statutes 362.2-102
- Transferable interest: means the partner's right to receive distributions. See Kentucky Statutes 362.2-102
- 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 Kentucky Statutes 362.2-102
(b) Does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership‘s activities; and
(c) 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 provided in subsection (3) of this section, or to inspect or copy the required information or the limited partnership’s other records.
(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 limited partnership’s activities the net amount otherwise distributable to the transferor.
(3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions 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 a transferee’s rights under this section until the limited partnership has notice of the transfer.
(6) 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.
(7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under KRS § 362.2-502 and KRS § 362.2-509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
(8) Limitations upon transfer set forth in KRS § 362.2-701 to KRS § 362.2-704 or adopted by the partners in accordance with this subchapter are enforceable notwithstanding KRS § 355.9-406 and KRS § 355.9-408.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 146, effective July 12, 2006.