Virginia Code 50-73.107: Transfer of partner’s transferable interest.
A. A transfer, in whole or in part, of a partner’s transferable interest in the partnership:
Terms Used In Virginia Code 50-73.107
- Continuance: Putting off of a hearing ot trial until a later time.
- 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
- 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.
- Person: includes any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or any other legal or commercial entity and any successor, representative, agent, agency, or instrumentality thereof. See Virginia Code 1-230
1. Is permissible;
2. Does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and
3. Does not, as against the other partners or the partnership, entitle the transferee, 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.
B. A transferee of a partner’s transferable interest in the partnership has a right:
1. To receive, in accordance with the transfer, distributions to which the transferor would otherwise 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; and
3. To seek under subdivision 6 of § 50-73.117 a judicial determination 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 agreed to by all of the partners.
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 of the transfer.
F. A transfer of a partner’s transferable interest in the partnership in violation of a restriction or prohibition on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
1996, c. 292.