- (a) Subject to the effect of a notification effective under section 321.0103(d) and (i), property held in the name of a limited partnership may be transferred by an instrument of transfer executed by a general partner in the limited partnership name.
(b) Where a transfer has been made to an initial transferee through an instrument of transfer effective under subsection (a), a limited partnership may recover the transferred limited partnership property from a transferee only if:
- (1) the limited partnership proves that execution of the instrument of initial transfer did not bind the partnership under section 321.0402; and
- (2) as to a subsequent transferee who gave value for the property, the limited partnership proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
- (c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
- (d) This section does not affect the power of a person dissociated as a general partner to bind a limited partnership under sections 321.0606(a) and 321.0804(b).