50-73.107 - Transfer of partner's transferable interest. - Virginia Statutes

§ 50-73.107. Transfer of partner's transferable interest.

A. A transfer, in whole or in part, of a partner's transferable interest inthe partnership:

1. Is permissible;

2. Does not by itself cause the partner's dissociation or a dissolution andwinding up of the partnership business; and

3. Does not, as against the other partners or the partnership, entitle thetransferee, during the continuance of the partnership, to participate in themanagement or conduct of the partnership business, to require access toinformation concerning partnership transactions, or to inspect or copy thepartnership books or records.

B. A transferee of a partner's transferable interest in the partnership has aright:

1. To receive, in accordance with the transfer, distributions to which thetransferor would otherwise be entitled;

2. To receive upon the dissolution and winding up of the partnershipbusiness, in accordance with the transfer, the net amount otherwisedistributable to the transferor; and

3. To seek under subdivision 6 of § 50-73.117 a judicial determination thatit is equitable to wind up the partnership business.

C. In a dissolution and winding up, a transferee is entitled to an account ofpartnership transactions only from the date of the latest account agreed toby all of the partners.

D. Upon transfer, the transferor retains the rights and duties of a partnerother than the interest in distributions transferred.

E. A partnership need not give effect to a transferee's rights under thissection until it has notice of the transfer.

F. A transfer of a partner's transferable interest in the partnership inviolation of a restriction or prohibition on transfer contained in thepartnership agreement is ineffective as to a person having notice of therestriction at the time of transfer.

(1996, c. 292.)