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§ 8453. Transfer of transferable interest

Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 15 Pa.C.S.A. Corporations and Unincorporated AssociationsEffective: February 21, 2017

Purdon's Pennsylvania Statutes and Consolidated Statutes
Title 15 Pa.C.S.A. Corporations and Unincorporated Associations (Refs & Annos)
Part III. Partnerships and Limited Liability Companies (Refs & Annos)
Chapter 84. General Partnerships (Refs & Annos)
Subchapter E. Transferable Interests and Rights of Transferees and Creditors
Effective: February 21, 2017
15 Pa.C.S.A. § 8453
Formerly cited as PA ST 15 Pa.C.S.A. § 8344
§ 8453. Transfer of transferable interest
Currentness
(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 partnership's business; and
(3) subject to section 8455 (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 business; or
(ii) except as provided in subsection (c), have access to records or other information concerning the partnership's business.
(b) Rights of transferee.--A transferee has the right to:
(1) receive, in accordance with the terms of the transfer:
(i) distributions to which the transferor would otherwise be entitled; and
(ii) allocations of income, gain, loss, deduction or credit or similar item which would otherwise be made to the transferor; and
(2) seek under section 8481(a)(5) (relating to events causing dissolution) a judicial determination that it is equitable to wind up the partnership business.
(c) Right to account on dissolution.--In a dissolution and winding up of a partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution.
(d) Recognition of transferee's rights.--A partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.
(e) 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.
(f) Rights retained by transferor.--Except as provided in section 8461(4)(ii) (relating to events causing dissociation), if a partner transfers a transferable interest, the transferor retains the rights of a partner other than the transferable interest transferred and retains all the duties and obligations of a partner.

Credits

2016, Nov. 21, P.L. 1328, No. 170, § 25, effective in 90 days [Feb. 21, 2017].
15 Pa.C.S.A. § 8453, PA ST 15 Pa.C.S.A. § 8453
Current through Act 11 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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