362.2-702 Transfer of partner's transferable interest.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
A transfer, in whole or in part, of a partner's transferable interest in the limited
partnership:
(a) Is permissible;
(b) Does not by itself cause the partner's dissociation or a dissolution and winding
up of the limited partnership's activities; and
(c) 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 provided in subsection (3) of this section,
or to inspect or copy the required information or the limited partnership's other
records.
A transferee has a right to receive, in accordance with the transfer:
(a) Distributions to which the transferor would otherwise be entitled; and
(b) Upon the dissolution and winding up of the limited partnership's activities the
net amount otherwise distributable to the transferor.
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.
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.
A limited partnership need not give effect to a transferee's rights under this section
until the limited partnership has notice of the transfer.
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.
A transferee that becomes a partner with respect to a transferable interest is liable
for the transferor's obligations under KRS 362.2-502 and 362.2-509. However, the
transferee is not obligated for liabilities unknown to the transferee at the time the
transferee became a partner.
Limitations upon transfer set forth in KRS 362.2-701 to 362.2-704 or adopted by
the partners in accordance with this subchapter are enforceable notwithstanding
KRS 355.9-406 and 355.9-408.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 146, effective July 12, 2006.
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