2011 Iowa Code
TITLE XII BUSINESS ENTITIES
SUBTITLE 1 PARTNERSHIPS
CHAPTER 488 UNIFORM LIMITED PARTNERSHIP ACT
488.702 Transfer of partner’s transferable interest.
488.702 Transfer of partner s transferable interest.
1. All of the following apply to a transfer, in whole or in part, of a partner s transferable interest:
a. It is permissible.
b. It does not by itself cause the partner s dissociation or a dissolution and winding up of the limited partnership s activities.
c. It does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership s activities, to require access to information concerning the limited partnership s transactions except as otherwise provided in subsection 3, or to inspect or copy the required information or the limited partnership s other records.
2. A transferee has a right to receive, in accordance with the transfer, all of the following:
a. Distributions to which the transferor would otherwise be entitled.
b. Upon the dissolution and winding up of the limited partnership s activities, the net amount otherwise distributable to the transferor.
3. In a dissolution and winding up, a transferee is entitled to an account of the limited partnership s transactions only from the date of dissolution.
4. Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
5. A limited partnership need not give effect to a transferee s rights under this section until the limited partnership has notice of the transfer.
6. A transfer of a partner s transferable interest in the limited 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.
7. A transferee that becomes a partner with respect to a transferable interest is liable for the transferor s obligations under sections 488.502 and 488.509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
2004 Acts, ch 1021, §60, 118
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