§3243. Transfer of partner's transferable interest

Link to law: http://legislature.vermont.gov/statutes/section/11/022/03243
Published: 2015

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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

022

:
PARTNERSHIPS






Subchapter

005
:
TRANSFEREES AND CREDITORS OF PARTNER










 

§

3243. Transfer of partner's transferable interest

(a) A transfer,

in whole or in part, of a partner's transferable interest in the partnership:

(1) is

permissible;

(2) does not by

itself cause the partner's dissociation or a dissolution and winding up of the

partnership business; and

(3) does not, as

against the other partners or the partnership, entitle the transferee, during

the continuance of the partnership, to participate in the management or conduct

of the partnership business, to require access to information concerning

partnership transactions, or to inspect or copy the partnership books or

records.

(b) A transferee

of a partner's transferable interest in the partnership has a right:

(1) to receive,

in accordance with the transfer, distributions to which the transferor would

otherwise be entitled;

(2) to receive

upon the dissolution and winding up of the partnership business, in accordance

with the transfer, the net amount otherwise distributable to the transferor;

and

(3) to seek

under subdivision 3271(6) of this title a judicial determination that it is

equitable to wind up the partnership business.

(c) In a

dissolution and winding up, a transferee is entitled to an account of

partnership transactions only from the date of the latest account agreed to by

all of the partners.

(d) Upon

transfer, the transferor retains the rights and duties of a partner other than

the interest in distributions transferred.

(e) A

partnership need not give effect to a transferee's rights under this section

until it has notice of the transfer.

(f) A transfer

of a partner's transferable interest in the 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. (Added

1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
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