16-19-702. Transfer of transferable interest.
(1) A transfer, in whole or in part, of a transferable interest: is permissible; does not by itself cause the person's dissociation or a dissolution and winding up of the limited partnership's activities and affairs; and subject to Section, does not entitle the transferee to: 16-19-704 participate in the management or conduct of the limited partnership's activities or affairs; or except as otherwise provided in Subsection, have access to required information, records, or other information concerning the limited partnership's activities and affairs. (3)
(2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(3) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(4) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(5) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership knows or has notice of the transfer.
(6) 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.
(7) Except as otherwise provided in Subsectionsand, 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. 16-19-601(2)(d)(ii) 16-19-603(4)(b)
(8) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under Sectionsandknown to the transferee when the transferee becomes a partner. 16-19-502 16-19-505