2006 Minnesota Statutes

321.0702 TRANSFER OF PARTNER'S TRANSFERABLE INTEREST.
(a) A transfer, in whole or in part, of a partner's transferable interest:
(1) is permissible;
(2) does not by itself cause the partner's dissociation or a dissolution and winding up of the
limited partnership's activities; and
(3) 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 (c), or to inspect or copy the required information or the limited partnership's other
records.
(b) A transferee has a right to receive, in accordance with the transfer:
(1) distributions to which the transferor would otherwise be entitled; and
(2) upon the dissolution and winding up of the limited partnership's activities the net amount
otherwise distributable to the transferor.
(c) 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.
(d) 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.
(e) A limited partnership need not give effect to a transferee's rights under this section until
the limited partnership has notice of the transfer.
(f) 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.
(g) A transferee that becomes a partner with respect to a transferable interest is liable for the
transferor's obligations under sections 321.0502 and 321.0509. However, the transferee is not
obligated for liabilities unknown to the transferee at the time the transferee became a partner.
History: 2004 c 199 art 7 s 60