3044

LAWS OF MARYLAND

Ch. 801

previous Limited Partnership Act (§ 17(2) of the prior
uniform law), but, again, a statute of limitations has been
added. Subsection (b) is new. The provision of § 10-116(b)
of the previous Limited Partnership Act (§ 17(2) of the
prior uniform law), that stated that a partner holds as
"trustee" any money or specific property wrongfully returned
to him, has been eliminated.

SUBTITLE 7. ASSIGNMENT OF PARTNERSHIP INTERESTS

10-701. NATURE OF PARTNERSHIP INTEREST.

A PARTNERSHIP INTEREST IS PERSONAL PROPERTY.

COMMENT

This section restates § 10-117 of the previous Limited
Partnership Act except that it is no longer limited to a
limited partner's interest. § 18 of the prior uniform law
had defined a partner's interest in the partnership as "his
share of the profits and surplus..." and stated that "the
same is personal property", language which in part appears
in § 10-101(1) of this title.

10-702. ASSIGNMENT OF PARTNERSHIP INTEREST.

UNLESS OTHERWISE 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 THE
DISTRIBUTIONS TO WHICH THE ASSIGNOR WOULD BE ENTITLED.

COMMENT

§ 10-118(a) of the previous Limited Partnership Act (§
19(1) of the prior uniform law) provided simply that "a
limited partner's interest is assignable", raising a
question as to whether any limitations on the right of
assignment were permitted. While the first sentence of §
10-702 recognizes that the power to assign may be restricted
in the partnership agreement, there was no intention to
affect in any way the usual rules regarding restraints on
alienation of personal property. The second and third
sentences of § 10-702 are derived from § 10-118(c) of the
previous Limited Partnership Act (§ 19(3) of the prior
uniform law).

10-703. RIGHT OF ASSIGNEE TO BECOME LIMITED PARTNER.

(A) IN GENERAL. 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 CERTIFICATE;
OR