2011 Nevada Revised Statutes
Chapter 87A - Uniform Limited Partnership Act (2001)
NRS 87A.475 - Transfer of transferable interest of partner.

1. A transfer, in whole or in part, of a partner s transferable interest:

(a) Is permissible;

(b) Does not by itself cause the partner s withdrawal 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 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:

(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.

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 NRS 87A.395 and 87A.430. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.

(Added to NRS by 2007, 467)