LD 1609
pg. 75
Page 74 of 148 An Act To Establish the Uniform Partnership Act Page 76 of 148
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LR 1469
Item 1

 
Comment

 
(This is Section 503 of the Uniform Partnership Act (1997).)

 
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).

 
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.

 
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.

 
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.

 
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).

 
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.

 
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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