TRANSFER OF TRANSFERABLE INTEREST

30-23-503. TRANSFER OF TRANSFERABLE INTEREST. (a) A transfer, in whole or in part, of a transferable interest: (1) Is permissible, except the transfer of a transferable interest in a professional entity is not permissible without compliance with section 30-21-901(i), Idaho Code; (2) Does not by itself cause a partner’s dissociation or a dissolution and winding up of the partnership business; and (3) Subject to section 30-23-505, Idaho Code, does not entitle the transferee to: (A) Participate in the management or conduct of the partnership’s business; or (B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the partnership’s business. (b) A transferee has the right to: (1) Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; and (2) Seek under section 30-23-801(5), Idaho Code, a judicial determination that it is equitable to wind up the partnership business. (c) 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) 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) A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer. (f) Except as otherwise provided in section 30-23-601(4)(B), Idaho Code, 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. (g) If a partner transfers a transferable interest to a person that becomes a partner with respect to the transferred interest, the transferee is liable for the partner’s obligations under sections 30-23-404 and 30-23-407, Idaho Code, known to the transferee when the transferee becomes a partner.