§ 475. Power of estate of deceased or incompetent partner
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or property, the partner’s executor, administrator, guardian, conservator, or other legal representative may exercise all the partner’s rights for the purpose of settling his estate or administering his property, including any power […]
§ 491. Nonjudicial dissolution
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (1) at the time specified in the certificate of limited partnership; (2) upon the happening of events specified in writing in the partnership agreement; (3) written consent of all partners; (4) an […]
§ 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.
§ 447. Limitations on distribution
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
§ 448. Liability upon return of contribution
(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership’s […]
§ 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 […]