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.

History:

[30-23-503, added 2015, ch. 243, sec. 27, p. 823.]