(a) General rule.— A transfer, in whole or in part, of a transferable interest:
- (1) is permissible;
- (2) does not by itself cause the dissociation of the transferor as a partner or a dissolution and winding up of the limited partnership's activities and affairs; and
(3) subject to section 8674 (relating to power of personal representative of deceased partner), does not entitle the transferee to:
- (i) participate in the management or conduct of the partnership's activities and affairs; or
- (ii) except as provided under subsection (c), have access to required information, records or other information concerning the partnership's activities and affairs.
- (b) Right to distributions.— A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
- (c) Right to account on dissolution.— In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution.
- (d) Certificate of interest.— A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in record form, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
- (e) Recognition of transferee's rights.— A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.
- (f) Transfer restrictions.— A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
- (g) Rights retained by transferor.— Except as provided under sections 8661(b)(4)(ii) (relating to dissociation as limited partner) and 8663(a)(4)(ii) (relating to dissociation as general partner), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.
Cross References. Section 8672 is referred to in sections 8653, 8673, 8674 of this title.