Ohio Code 1776.49 – Transfer of partner’s transferable interest
(A) A transfer, in whole or in part, of a partner‘s economic interest in the partnership is permissible and does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business. A transfer does not entitle the transferee, as against the other partners or the partnership, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
Terms Used In Ohio Code 1776.49
- Business: includes every trade, occupation, and profession. See Ohio Code 1776.01
- Continuance: Putting off of a hearing ot trial until a later time.
- Economic interest: means a partner's share of the profits and losses of a partnership and the partner's right to receive distributions. See Ohio Code 1776.01
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Partner: means a person admitted to a partnership as a partner. See Ohio Code 1776.01
- 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: means an association of two or more persons to carry on as co-owners a business for-profit formed under section 1776. See Ohio Code 1776.01
- Partnership agreement: means the agreement among the partners concerning the partnership, whether written, oral, or implied. See Ohio Code 1776.01
- Person: means an individual, corporation whether nonprofit or for-profit, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity in its own or any representative capacity, in each case whether domestic or foreign. See Ohio Code 1776.01
- Transfer: includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. See Ohio Code 1776.01
- Tribunal: means a court, or if provided in the partnership agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal. See Ohio Code 1776.01
(B) A transferee of a partner’s economic interest in the partnership has a right:
(1) To receive, in accordance with the transfer, distributions to which the transferor otherwise would be entitled;
(2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor;
(3) To seek under division (F) of section 1776.61 of the Revised Code, a determination by a tribunal that it is equitable to wind up the partnership business.
(C) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account to which all of the partners agreed.
(D) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(E) A partnership need not give effect to a transferee’s rights under this section until it has notice and reasonable proof of the transfer.
(F) A transfer of a partner’s economic interest in the 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.
(G) Sections 1309.406 and 1309.408 of the Revised Code do not apply to any partnership interest in a partnership formed under this chapter.