2014 Pennsylvania Consolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 85 - Limited Partnerships
Section 8562 - Assignment of partnership interest
§ 8562. Assignment of partnership interest.
(a) General rule.--Except as otherwise provided in the partnership agreement:
(1) a partnership interest is assignable in whole or in part;
(2) an assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner;
(3) an assignment entitles the assignee to share in such profits and losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and
(4) a partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of his partnership interest.
(b) Certificate of partnership interest.--The certificate of limited partnership may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates.
(c) Effect of assignment.--Except as otherwise provided in the partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall not be liable as a partner solely as a result of the assignment.
(Dec. 19, 1990, P.L.834, No.198, eff. four months; May 22, 1996, P.L.248, No.44, eff. 180 days)
1996 Repeal Note. Act 44 repealed the last sentence of subsec. (b).
1990 Amendment. Act 198 amended subsec. (b). Section 404(a)(6) of Act 198 provided that the amendments to subsec. (b) shall not apply to any certificate of partnership interest issued or issuable on the effective date of the amendments.
Cross References. Section 8562 is referred to in section 8532 of this title.
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