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N.D. Cent. Code § 45-10.2-63

(702) Transfer of the transferable interest of a partner

Known as the North Dakota Uniform Limited Partnership Act

The act spans §§ 45–45 (119 sections).

1. A transfer, in whole or in part, of the transferable interest of a partner:

a. Is permissible;

b. Does not by itself cause the dissociation of a partner or a dissolution and winding up of the activities of the limited partnership; and c. Does not, as against the other partners or the limited partnership, entitle the transferee:

(1) To participate in the management or conduct of the activities of the limited partnership;

(2) To require access to information concerning the transactions of the limited partnership except as otherwise provided in subsection 3; or (3) To inspect or copy the required information or the other records of the limited partnership.

2. A transferee has a right to receive, in accordance with the transfer:

a. Distributions to which the transferor would otherwise be entitled; and b. Upon the dissolution and winding up of the activities of the limited partnership the net amount otherwise distributable to the transferor.

3. In a dissolution and winding up, a transferee is entitled to an account of the transactions of the limited partnership only from the date of dissolution.

4. 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.

5. A limited partnership need not give effect to the rights of a transferee under this section until the limited partnership has notice of the transfer.

6. A transfer of the transferable interest of a partner 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.

7. A transferee that becomes a partner with respect to a transferable interest is liable for the obligations of the transferor under sections 45-10.2-47 and 45-10.2-54. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.

Official source: North Dakota Legislative Branch. Reproduced from public-domain North Dakota statutes; confirm against the official source for the current text. Not legal advice.