Search OpenLegislation Statutes

This entry was published on 2014-09-22
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
SECTION 121-702
Assignment of partnership interest
Partnership (PTR) CHAPTER 39, ARTICLE 8-A
§ 121-702. Assignment of partnership interest. (a) Except as provided
in the partnership agreement,

(1) A partnership interest is assignable in whole or in part;

(2) An assignment of a partnership interest does not dissolve a
limited partnership or entitle the assignee to become or to exercise any
rights or powers of a partner;

(3) The only effect of an assignment is to entitle the assignee to
receive, to the extent assigned, the distributions and allocations of
profits and losses to which the assignor would be entitled; and

(4) A partner ceases to be a partner and to have the power to exercise
any rights or powers of a partner upon assignment of all of his
partnership interest. Unless otherwise provided in the partnership
agreement, the pledge of, or the granting of a security interest, lien
or other encumbrance in or against, any or all of the partnership
interest of a partner shall not cause the partner to cease to be a
partner or to have the power to exercise any rights or powers of a

(b) The partnership agreement may provide that a limited partner's
interest may be evidenced by a certificate issued by the partnership and
may also provide for the assignment or transfer of any of the interest
represented by such a certificate. A limited partner's interest may be a
certificated security or an uncertificated security within the meaning
of section 8--102 of the uniform commercial code if the requirements of
section 8--103(c) are met, and if the requirements are not met shall be
deemed to be a general intangible.

(c) Unless otherwise provided in a partnership agreement and except to
the extent assumed by agreement, until an assignee of a partnership
interest becomes a partner, the assignee shall have no liability as a
partner solely as a result of the assignment.