45-17-03. (503) Transfer of partner's transferable interest
1. A transfer, in whole or in part, of a partner's transferable interest in the partnership:
a. Is permissible;
b. Does not by itself cause the partner's dissociation or a dissolution and winding up
of the partnership business; and
c. 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.
2. A transferee of a partner's transferable interest in the partnership has a right:
a. To receive, in accordance with the transfer, distributions to which the transferor
would otherwise be entitled;
b. 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
c. To seek under subsection 6 of section 45-20-01 a judicial determination that it is
equitable to wind up the partnership business.
3. 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.
4. Upon transfer, the transferor retains the rights and duties of a partner other than the
interest in distributions transferred.
5. A partnership need not give effect to a transferee's rights under this section until it has
notice of the transfer.
6. 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.
