| | (This is Section 503 of the Uniform Partnership Act (1997).) |
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| | 1. Section 503 is derived from UPA Section 27. Subsection | (a)(1) states explicitly that a partner has the right to transfer | his transferable interest in the partnership. The term | "transfer" is used throughout RUPA in lieu of the term | "assignment." See Section 101(10). |
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| | Subsection (a)(2) continues the UPA Section 27(1) rule that an | assignment of a partner's interest in the partnership does not of | itself cause a winding up of the partnership business. Under | Section 601(4)(ii), however, a partner who has transferred | substantially all of his partnership interest may be expelled by | the other partners. |
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| | Subsection (a)(3), which is also derived from UPA Section | 27(l), provides that a transferee is not, as against the other | partners, entitled (i) to participate in the management or | conduct of the partnership business; (ii) to inspect the | partnership books or records; or (iii) to require any information | concerning or an account of partnership transactions. |
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| | 2. The rights of a transferee are set forth in subsection | (b). Under subsection (b)(1), which is derived from UPA Section | 27(l), a transferee is entitled to receive, in accordance with | the terms of the assignment, any distributions to which the | transferor would otherwise have been entitled under the | partnership agreement before dissolution. After dissolution, the | transferee is also entitled to receive, under subsection (b)(2), | the net amount that would otherwise have been distributed to the | transferor upon the winding up of the business. |
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| | Subsection (b)(3) confers standing on a transferee to seek a | judicial dissolution and winding up of the partnership business | as provided in Section 801(6), thus continuing the rule of UPA | Section 32(2). |
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| | Section 504(b) accords the rights of a transferee to the | purchaser at a sale foreclosing a charging order. The same rule | should apply to creditors or other purchasers who acquire | partnership interests by pursuing UCC remedies or statutory liens | under federal or state law. |
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| | 3. Subsection (c) is based on UPA Section 27(2). It grants | to transferees the right to an account of partnership | transactions, limited to the period since the date of the last | account agreed to by all of the partners. |
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