48-7A-503. 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)Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
(3)Does 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 has a right:
(1)To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2)To 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)To seek under subsection 48-7A-801(6) a judicial determination that it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee is 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 retains 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 is ineffective as to a person having notice of the restriction at the time of transfer.
Source: SL 2001, ch 249, ยง503.
Structure South Dakota Codified Laws
Chapter 07A - Uniform Partnership Act
Section 48-7A-101 - Definitions.
Section 48-7A-102 - Knowledge and notice.
Section 48-7A-103 - Effect of partnership agreement, nonwaivable provisions.
Section 48-7A-104 - Supplemental principles of law.
Section 48-7A-105 - Execution, filing, and recording of statements.
Section 48-7A-106 - Governing law.
Section 48-7A-107 - Partnership subject to amendment or repeal of act.
Section 48-7A-201 - Partnership as entity.
Section 48-7A-202 - Formation of partnership.
Section 48-7A-203 - Partnership property.
Section 48-7A-204 - When property is partnership property.
Section 48-7A-301 - Partner agent of partnership.
Section 48-7A-302 - Transfer of partnership property.
Section 48-7A-303 - Statement of partnership authority.
Section 48-7A-304 - Statement of denial.
Section 48-7A-305 - Partnership liable for partner's actionable conduct.
Section 48-7A-306 - Partner's liability.
Section 48-7A-307 - Actions by and against partnership and partners.
Section 48-7A-308 - Liability of purported partner.
Section 48-7A-401 - Partner's rights and duties.
Section 48-7A-402 - Distributions in kind.
Section 48-7A-403 - Partner's rights and duties with respect to information.
Section 48-7A-404 - General standards of partner's conduct.
Section 48-7A-405 - Actions by partnership and partners.
Section 48-7A-406 - Continuation of partnership beyond definite term or particular undertaking.
Section 48-7A-501 - Partner not co-owner of partnership property.
Section 48-7A-502 - Partner's transferable interest in partnership.
Section 48-7A-503 - Transfer of partner's transferable interest.
Section 48-7A-504 - Partner's transferable interest subject to charging order.
Section 48-7A-601 - Events causing partner's dissociation.
Section 48-7A-602 - Partner's power to dissociate; wrongful dissociation.
Section 48-7A-603 - Effect of partner's dissociation.
Section 48-7A-701 - Purchase of dissociated partner's interest.
Section 48-7A-702 - Dissociated partner's power to bind and liability to partnership.
Section 48-7A-703 - Dissociated partner's liability to other persons.
Section 48-7A-704 - Statement of dissociation.
Section 48-7A-705 - Continued use of partnership name.
Section 48-7A-801 - Events causing dissolution and winding up of partnership business.
Section 48-7A-802 - Partnership continues after dissolution.
Section 48-7A-803 - Right to wind up partnership business.
Section 48-7A-804 - Partner's power to bind partnership after dissolution.
Section 48-7A-805 - Statement of dissolution.
Section 48-7A-806 - Partner's liability to other partners after dissolution.
Section 48-7A-807 - Settlement of accounts and contributions among partners.
Section 48-7A-901 - Definitions.
Section 48-7A-902 - Conversion of partnership to limited partnership.
Section 48-7A-903 - Conversion of limited partnership to partnership.
Section 48-7A-904 - Effect of conversion; entity unchanged.
Section 48-7A-905 - Merger of partnerships.
Section 48-7A-906 - Effect of merger.
Section 48-7A-907 - Statement of merger.
Section 48-7A-908 - Nonexclusive.
Section 48-7A-1001 - Statement of qualification.
Section 48-7A-1001.1 - Amendment of statement of qualification--Contents.
Section 48-7A-1001.2 - Cancellation of statement of qualification--Contents.
Section 48-7A-1003 - Annual report.
Section 48-7A-1004 - Eligibility to practice in limited liability partnership.
Section 48-7A-1004.1 - Revocable trust as shareholder--Conditions.
Section 48-7A-1101 - Law governing foreign limited liability partnership.
Section 48-7A-1102 - Statement of foreign qualification.
Section 48-7A-1102.1 - Amendment of statement of foreign qualification--Contents.
Section 48-7A-1102.2 - Cancellation of statement of foreign qualification--Contents.
Section 48-7A-1103 - Effect of failure to qualify.
Section 48-7A-1104 - Activities not constituting transacting business.
Section 48-7A-1105 - Action by attorney general.
Section 48-7A-1201 - Uniformity of application and construction.
Section 48-7A-1202 - Short title.
Section 48-7A-1203 - Severability clause.
Section 48-7A-1206 - Applicability.