50-73.92 - Transfer of partnership property. - Virginia Statutes

§ 50-73.92. Transfer of partnership property.

A. Partnership property may be transferred as follows:

1. Subject to the effect of a statement of partnership authority under §50-73.93, partnership property held in the name of the partnership may betransferred by an instrument of transfer executed by a partner in thepartnership name.

2. Partnership property held in the name of one or more partners with anindication in the instrument transferring the property to them of theircapacity as partners or of the existence of a partnership, but without anindication of the name of the partnership, may be transferred by aninstrument of transfer executed by the persons in whose name the property isheld.

3. Partnership property held in the name of one or more persons other thanthe partnership, without an indication in the instrument transferring theproperty to them of their capacity as partners or of the existence of apartnership, may be transferred by an instrument of transfer executed by thepersons in whose name the property is held.

B. A partnership may recover partnership property from a transferee only ifit proves that execution of the instrument of initial transfer did not bindthe partnership under § 50-73.91 and:

1. As to a subsequent transferee who gave value for property transferredunder subdivisions A 1 or A 2, proves that the subsequent transferee knew orhad received a notification that the person who executed the instrument ofinitial transfer lacked authority to bind the partnership; or

2. As to a transferee who gave value for property transferred undersubdivision A 3, proves that the transferee knew or had received anotification that the property was partnership property and that the personwho executed the instrument of initial transfer lacked authority to bind thepartnership.

C. A partnership may not recover partnership property from a subsequenttransferee if the partnership would not have been entitled to recover theproperty, under subsection B, from any earlier transferee of the property.

D. If a person holds all of the partners' interests in the partnership, allof the partnership property vests in that person. The person may execute adocument in the name of the partnership to evidence vesting of the propertyin that person and may file or record the document.

(1996, c. 292.)