2006 New York Code - Assignment Of Partnership Interest.

 
    §  121-702. Assignment of partnership interest. (a) Except as provided
  in the partnership agreement,
    (1) A partnership interest is assignable in whole or in part;
    (2) An assignment of  a  partnership  interest  does  not  dissolve  a
  limited partnership or entitle the assignee to become or to exercise any
  rights or powers of a partner;
    (3)  The  only  effect  of an assignment is to entitle the assignee to
  receive, to the extent assigned, the distributions  and  allocations  of
  profits and losses to which the assignor would be entitled; and
    (4) A partner ceases to be a partner and to have the power to exercise
  any  rights  or  powers  of  a  partner  upon  assignment  of all of his
  partnership interest.  Unless  otherwise  provided  in  the  partnership
  agreement,  the  pledge of, or the granting of a security interest, lien
  or other encumbrance in or  against,  any  or  all  of  the  partnership
  interest  of  a  partner  shall  not  cause the partner to cease to be a
  partner or to have the power to exercise  any  rights  or  powers  of  a
  partner.
    (b)  The  partnership  agreement  may provide that a limited partner's
  interest may be evidenced by a certificate issued by the partnership and
  may also provide for the assignment or transfer of any of  the  interest
  represented by such a certificate. A limited partner's interest may be a
  certificated  security  or an uncertificated security within the meaning
  of section 8--102 of the uniform commercial code if the requirements  of
  section  8--103(c) are met, and if the requirements are not met shall be
  deemed to be a general intangible.
    (c) Unless otherwise provided in a partnership agreement and except to
  the extent assumed by agreement, until  an  assignee  of  a  partnership
  interest  becomes  a  partner, the assignee shall have no liability as a
  partner solely as a result of the assignment.