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4-47-702. Transfer of partner's transferable interest.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-702. 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 or a dissolution and winding up of the limited partnership's activities; and
(3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (c), or to inspect or copy the required information or the limited partnership's other records.
(b) A transferee has a right to receive, in accordance with the transfer:
(1) distributions to which the transferor would otherwise be entitled; and
(2) upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor.
(c) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
(e) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.
(f) A transfer of a partner's transferable interest in the limited 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.
(g) A transferee that becomes a partner with respect to a transferable interest is
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-702
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-47-702
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 15271772168a31d62f0368a5f16d7d04cba41fa0e040717ad3f64dd5d4dc2dc1
Source location: content.xml paragraph 27957
Stored source content
4-47-702. 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 or a dissolution and winding up of the limited partnership's activities; and
(3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (c), or to inspect or copy the required information or the limited partnership's other records.
(b) A transferee has a right to receive, in accordance with the transfer:
(1) distributions to which the transferor would otherwise be entitled; and
(2) upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor.
(c) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
(e) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.
(f) A transfer of a partner's transferable interest in the limited 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.
(g) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under §§ 4-47-502 and 4-47-509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-502. Liability for contribution.
(a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally.
(b) If a partner does not make a promised non-monetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.
(c) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-502
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-47-502. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-509. Liability for improper distributions.
(a) A general partner that consents to a distribution made in violation of § 4-47-508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with § 4-47-408.
(b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of § 4-47-508 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under § 4-47-508.
(c) A general partner against which an action is commenced under subsection (a) may:
(1) implead in the action any other person that is liable under subsection (a) and compel contribution from the person; and
(2) implead in the action any person that received a distribution in violation of subsection (b) and compel contribution from the person in the amount the person received in violation of subsection (b).
(d) An action under this section is barred if it is not commenced within two years after the distribution.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-509
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-47-509. This identifies an authority to review, not proof of applicability.