2011 Arizona Revised Statutes
Title 29 Partnership
29-1043 Transfer of partner's transferable interest

29-1043. Transfer of partner's transferable interest

A. A transfer, in whole or in part, of a partner's transferable interest in the partnership:

1. Is permissible.

2. Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business.

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 to:

1. Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

2. Receive on the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor.

3. Seek under section 29-1071, paragraph 6 a judicial determination that it is equitable to wind up the partnership business.

4. Exercise the rights under section 29-1071, paragraph 7.

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. On 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 on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.