2013 North Dakota Century Code Title 45 Partnerships Chapter 45-17 Transferees and Creditors of Partner
Download as PDF
CHAPTER 45-17
TRANSFEREES AND CREDITORS OF PARTNER
45-17-01. (501) Partner not coowner of partnership property.
A partner is not a coowner of partnership property and has no interest in partnership
property which can be transferred, either voluntarily or involuntarily.
45-17-02. (502) Partner's transferable interest in partnership.
The only transferable interest of a partner in the partnership is the partner's share of the
profits and losses of the partnership and the partner's right to receive distributions. The interest
is personal property.
45-17-03. (503) Transfer of partner's transferable interest.
1. A transfer, in whole or in part, of a partner's transferable interest in the partnership:
a. Is permissible;
b. Does not by itself cause the partner's dissociation or a dissolution and winding up
of the partnership business; and
c. 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.
2. A transferee of a partner's transferable interest in the partnership has a right:
a. To receive, in accordance with the transfer, distributions to which the transferor
would otherwise be entitled;
b. 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
c. To seek under subsection 6 of section 45-20-01 a judicial determination that it is
equitable to wind up the partnership business.
3. 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.
4. Upon transfer, the transferor retains the rights and duties of a partner other than the
interest in distributions transferred.
5. A partnership need not give effect to a transferee's rights under this section until it has
notice of the transfer.
6. 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.
45-17-04. (504) Partner's transferable interest subject to charging order.
1. On application by a judgment creditor of a partner or of a partner's transferee, a court
having jurisdiction may charge the transferable interest of the judgment debtor to
satisfy the judgment. The court may appoint a receiver of the share of the distributions
due or to become due to the judgment debtor in respect of the partnership and make
all other orders, directions, accounts, and inquiries the judgment debtor might have
made or which the circumstances of the case may require.
2. A charging order constitutes a lien on the judgment debtor's transferable interest in the
partnership. The court may order a foreclosure of the interest subject to the charging
order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
3. At any time before foreclosure, an interest charged may be redeemed:
a. By the judgment debtor;
b. With property other than partnership property, by one or more of the other
partners; or
c. With partnership property, by one or more of the other partners with the consent
of all of the partners whose interests are not so charged.
Page No. 1
4.
5.
Chapters 45-13 through 45-21 do not deprive a partner of a right under exemption
laws with respect to the partner's interest in the partnership.
This section provides the exclusive remedy by which a judgment creditor of a partner
or partner's transferee may satisfy a judgment out of the judgment debtor's
transferable interest in the partnership.
Page No. 2
Disclaimer: These codes may not be the most recent version. North Dakota may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
