TITLE 30

CORPORATIONS

CHAPTER 24

LIMITED PARTNERSHIPS

PART 7

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-24-702.  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 limited partnership’s activities and affairs; and

(3)  Subject to section 30-24-704, Idaho Code, does not entitle the transferee to:

(A)  Participate in the management or conduct of the partnership’s activities and affairs; or

(B)  Except as otherwise provided in subsection (c) of this section, have access to required information, records, or other information concerning the partnership’s activities and affairs.

(b)  A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c)  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)  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.

(e)  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)  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.

(g)  Except as otherwise provided in sections 30-24-601(b)(4)(B) and 30-24-603(4)(B), Idaho Code, 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.

(h)  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 sections 30-24-502 and 30-24-505, Idaho Code, known to the transferee when the transferee becomes a partner.

History:

[30-24-702, added 2015, ch. 243, sec. 39, p. 861.]