Assignment of Partnership Interest

1. Law
2. Georgia Code
3. Corporations, Partnerships, and Associations
4. Revised Uniform Limited Partnership Act
5. Partnership Interests
6. Assignment of Partnership Interest

1. Unless otherwise provided in the partnership agreement:
   1. A partnership interest is assignable in whole or in part;
   2. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner;
   3. An assignment entitles the assignee to receive, to the extent assigned, the assignor's partnership interest;
   4. Until the assignee of a partnership interest becomes a partner, the assignor partner continues to be a partner and to have the power to exercise any rights or powers of a partner, except to the extent those rights or powers are assigned; provided that on the assignment by a general partner of all of the general partner's rights as a general partner, the general partner's status as a general partner may be terminated by the affirmative vote of a majority in interest of the limited partners;
   5. Until an assignee of a partnership interest becomes a partner, the assignee has no liability as a partner solely as a result of the assignment; and
   6. The assignor of a partnership interest is not released from his liability as a partner solely as a result of the assignment.
2. A written partnership agreement may provide that a partner's partnership interest may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of a partnership interest represented by such a certificate and make other provisions with respect to those certificates.

(Code 1981, §14-9-702, enacted by Ga. L. 1988, p. 1016, § 1.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 808 et seq.

C.J.S.

- 68 C.J.S., Partnership, §§ 582, 589.

Download our app to see the most-to-date content.