10A-8A-5.02
Section 10A-8A-5.02 Transfer of partner's transferable interest. (a) A transfer, in
whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by
itself cause the partner's dissociation; (3) does not by itself cause a dissolution and winding
up of the partnership; and (4) subject to Section 10A-8A-5.05, does not entitle the
transferee to: (A) participate in the management or conduct of the partnership's business
or not for profit activity; or (B) except as otherwise provided in subsection (d), have access
to required information, records, or other information concerning the partnership's business
or not for profit activity. (b) A transferee 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, in accordance with the transfer, the
net amount otherwise distributable to the transferor; and (3) to seek under Section...

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10A-9A-7.02
Section 10A-9A-7.02 Transfer of partner's transferable interest. (a) A transfer, in
whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by
itself cause the partner's dissociation; (3) does not by itself cause a dissolution and winding
up of the limited partnership; and (4) subject to Section 10A-9A-7.04, does not entitle
the transferee to: (A) participate in the management or conduct of the limited partnership's
activities and affairs; or (B) except as otherwise provided in subsection (d), have access
to required information, records, or other information concerning the partnership's activities
and affairs. (b) A transferee has the right to receive, in accordance with the transfer, distributions
to which the transferor would otherwise be entitled. (c) A transferable interest may be evidenced
by a certificate of transferable interest issued by the limited partnership. A partnership
agreement may provide for the transfer of the transferable interest...
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10A-5A-5.02
Section 10A-5A-5.02 Transfer of transferable interest. (a) A transfer, in whole or in
part, of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member
to cease to be a member of the limited liability company; and (B) does not by itself cause
a member to cease to be associated with a series of the limited liability company; (3) does
not by itself cause a dissolution and winding up of the limited liability company, or a series
thereof; and (4) subject to Section 10A-5A-5.04, does not entitle the transferee to:
(A) participate in the direction or oversight of the activities and affairs of the limited
liability company, or a series thereof; or (B) have access to records or other information
concerning the activities and affairs of the limited liability company, or a series thereof.
(b) A transferee has the right to receive, in accordance with the transfer, distributions
to which the transferor would otherwise be entitled. (c) A transferable interest may be...

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10A-8A-1.08
Section 10A-8A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except
as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a partnership or to another
partner or to another person that is a party to or is otherwise bound by a partnership agreement,
the partner's or other person's duties may be expanded or restricted or eliminated by provisions
in a written partnership agreement, but the implied contractual covenant of good faith and
fair dealing may not be eliminated. (2) A written partnership agreement may provide for the
limitation or elimination of any and all liabilities for...
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10A-9A-1.08
Section 10A-9A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except
as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a limited partnership or
to another partner or to another person that is a party to or is otherwise bound by a partnership
agreement, the partner's or other person's duties may be expanded or restricted or eliminated
by provisions in a written partnership agreement, but the implied contractual covenant of
good faith and fair dealing may not be eliminated. (2) A written partnership agreement may
provide for the limitation or elimination of any and all liabilities...
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10A-8A-1.02
Section 10A-8A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this chapter, unless the context otherwise requires, the following terms mean: (1) "Business"
includes every trade, occupation, and profession for profit. (2) "Disqualified person"
means any person who is not a qualified person. (3) "Distribution" except as otherwise
provided in Section 10A-8A-4.09(f), means a transfer of money or other property from
a partnership to another person on account of a transferable interest. (4) "Foreign limited
liability partnership" means a foreign partnership whose partners have limited liability
for the debts, obligations, or other liabilities of the foreign partnership under a provision
similar to Section 10A-8A-3.06(c). (5) "Foreign partnership" means a partnership
governed by the laws of a jurisdiction other than this state which would be a partnership
if governed by the laws of this state. The term includes a foreign limited liability partnership.
(6) "Limited liability...
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10A-9A-6.01
Section 10A-9A-6.01 Dissociation as a limited partner. (a) A person does not have a
right to dissociate as a limited partner before the dissolution and winding up of the limited
partnership. (b) A person is dissociated from a limited partnership as a limited partner upon
the occurrence of any of the following events: (1) an event stated in the partnership agreement
as causing the person's dissociation as a limited partner; (2) the person is expelled as a
limited partner pursuant to the partnership agreement; (3) the person is expelled as a limited
partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on
the limited partnership's activities and affairs with the person as a limited partner; (B)
there has been a transfer of all of the person's transferable interest in the limited partnership,
other than a transfer for security purposes; (C) the person is an organization and, within
90 days after the limited partnership notifies the person that it will be...
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10A-8A-6.01
Section 10A-8A-6.01 Events causing partner's dissociation. A person is dissociated from
a partnership as a partner upon the occurrence of any of the following events: (1) the partnership
has notice of the person's express will to dissociate as a partner, except that if the person
specifies a dissociation date later than the date the partnership had notice, then the person
is dissociated as a partner on that later date; (2) an event stated in the partnership agreement
as causing the person's dissociation as a partner occurs; (3) the person is expelled as a
partner pursuant to the partnership agreement; (4) the person is expelled as a partner by
the unanimous consent of the other partners if: (A) it is unlawful to carry on the partnership's
business or not for profit activity with the person as a partner; (B) there has been a transfer
of all of the person's transferable interest in the partnership, other than a transfer for
security purposes; (C) the person is an organization and, within...
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10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from
a limited partnership as a general partner when any of the following occurs: (1) the limited
partnership has notice of the person's express will to dissociate as a general partner, except
that if the person specifies a dissociation date later than the date the limited partnership
had notice, then the person is dissociated as a general partner on that later date; (2) an
event stated in the partnership agreement as causing the person's dissociation as a general
partner occurs; (3) the person is expelled as a general partner pursuant to the partnership
agreement; (4) the person is expelled as a general partner by the unanimous consent of the
other partners if: (A) it is unlawful to carry on the limited partnership's activities and
affairs with the person as a general partner; (B) there has been a transfer of all of the
person's transferable interest in the limited partnership, other than a transfer for...
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10A-9A-1.02
Section 10A-9A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this chapter, unless the context otherwise requires, the following terms mean: (1) "CERTIFICATE
OF FORMATION" with respect to a limited partnership means the certificate of formation
required by Section 10A-9A-2.01, and the certificate of formation as amended or restated.
(2) "DISTRIBUTION" except as otherwise provided in Section 10A-9A-5.08(f),
means a transfer of money or other property from a limited partnership to another person on
account of a transferable interest. (3) "FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP"
means a foreign limited partnership whose general partners have limited liability for the
obligations of the foreign limited partnership under a provision similar to Section
10A-9A-4.04(c). (4) "FOREIGN LIMITED PARTNERSHIP" means a partnership formed under
the laws of a jurisdiction other than this state and required by those laws to have one or
more general partners and one or more...
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