§ 493. Winding up
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership’s affairs; but the Superior Court may wind up the limited partnership’s affairs upon application of any partner, his legal representative, or assignee.
§ 494. Distribution of assets
Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 441 or 444 of this chapter; (2) except as […]
§ 471. Nature of partnership interest
A partnership interest is personal property.
§ 472. Assignment of partnership interest
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. 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. An assignment entitles the assignee to receive, to the extent assigned, only […]
§ 473. Rights of creditor
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. […]
§ 474. Right of assignee to become limited partner
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: (1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement; or (2) all other partners consent. (b) An assignee who has become a […]
§ 443. Withdrawal of limited partner
A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution […]
§ 444. Distribution upon withdrawal
Except as provided in this subchapter, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership […]
§ 445. Distribution in kind
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a […]
§ 446. Right to distribution
At the time a partner becomes entitled to receive a distribution, that partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.