2007 Minnesota Statutes

323A.0503 TRANSFER OF PARTNER'S TRANSFERABLE INTEREST.
(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:
(1) is permissible;
(2) does not by itself cause the partner's dissociation or a dissolution and winding up of the
partnership business; and
(3) 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.
(b) A transferee of a partner's transferable interest in the partnership has a right:
(1) to receive, in accordance with the transfer, distributions to which the transferor would
otherwise be entitled;
(2) 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
(3) to seek under section 323A.0801(6), a judicial determination that it is equitable to wind
up the partnership business.
(c) 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.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than the
interest in distributions transferred.
(e) A partnership need not give effect to a transferee's rights under this section until it has
notice of the transfer.
(f) 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.
History: 1997 c 174 art 5 s 28