Section 15Part 3 — Relations of Partners
Assignments, etc.
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Subject to the partnership agreement, a partner in a limited liability partnership may transfer or assign the whole or part of the partner ’ s partnership interest and may create a mortgage over the whole or part of the partner ’ s partnership interest.
No mortgagee of a partner ’ s partnership interest or ju dg ment creditor of a partner in a limited liability partnership shall be entitled, as against the oth er partners, during the continuance of the limited liability partnership to interfere in the management or administration of the business or affairs of the limited liability partnership or to require any accounts or to inspect the books of the limited liab ility partnership but shall be entitled only to any proceeds representing any payment or other distribution in respect of that partner ’ s partnership interest and any sum due to the partner by way of repayment of a loan.
Changes may be made in the partnership interests in a limited liability partnership in the manner provided in the partnership agreement or as may be c Revised a s at 1st January, 2025 Page 21 agreed unanimously by the partners on the admission or retirement of a partner, on the death of a partner or on a partner otherwise ce asing to exist.
A transferee or an assignee of all or part of a partnership interest may become a partner in respect of the transferred or assigned, as applicable, partnership interest —
if permitted in the partnership agreement and in accordance w ith the terms of the partnership agreement; or
with the unanimous agreement of all of the partners.
A transferee or an assignee who has become a partner has, to the extent transferred and assigned, the rights and powers and is subject to the restri ctions and liabilities, of a partner contained in the partnership agreement, this Act and any other applicable law.
Notwithstanding subsection (5), unless otherwise provided in a partnership agreement or in an agreement between the limited liability pa rtnership and the transferee or the assignee, a transferee or an assignee, as applicable, that becomes a partner in respect of all or part of a partnership interest —
is liable for the obligations of the transferor or assignor, as applicable, to make c ontributions and fulfil such other obligations as set out in the partnership agreement in respect of the partnership interest, or part thereof, so transferred or assigned; and
is not liable for any other obligations of the transferor or assignor, as ap plicable, incurred before the transferee or assignee is admitted unless otherwise agreed in writing by the transferor and transferee or the assignor and assignee, as applicable.
Whether or not a transferee or an assignee of a partnership interest becom es a partner, the transferor or assignor, as applicable, is not released from liability to a limited liability partnership under section 7(2) and (3).