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362.1-503 Transfer of partner's transferable interest.
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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.
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 KRS 362.1-801(6) a judicial determination that it is equitable
to wind up the partnership business.
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.
Upon transfer, the transferor retains the rights and duties of a partner other than the
transferable interest so transferred.
A partnership need not give effect to a transferee's rights under this section until it
has notice of the transfer.
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.
Limitations upon transfer set forth in KRS 362.1-501 to 362.1-504 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. 44, effective July 12, 2006.
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