Code of the District of Columbia

§ 29–605.03. 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) Shall not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and

(3) Shall 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 shall have a right to:

(1) Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(2) 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) Seek under § 29-608.01(6) a judicial determination that it is equitable to wind up the partnership business.

(c) In a dissolution and winding up, a transferee shall be 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 shall retain 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 shall be ineffective as to a person having notice of the restriction at the time of transfer.

(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 §§ 29-604.04 and 29-610.03 known to the transferee when the transferee becomes a partner.

(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(5)(B), 59 DCR 13171.)

Prior Codifications

1981 Ed., § 41-155.3.

2001 Ed., § 33-105.03.

Section References

This section is referenced in § 29-604.05 and § 29-605.05.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 added (g).

Editor's Notes

Uniform Law: This section is based on § 503 of the Uniform Partnership Act (1997 Act).

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.