56a-302. Transfer of partnership property.
56a-302
56a-302. Transfer of partnership property.(a) Partnership property may be transferred asfollows:
(1) Subject to the effect of a statement ofpartnership authority under K.S.A. 56a-303, partnership propertyheldin the name of the partnership may be transferred by an instrumentof transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one ormore partners with an indication in the instrument transferring theproperty to them of their capacity as partners or of the existenceof a partnership, but without an indication of the name of thepartnership, may be transferred by an instrument of transferexecuted by the persons in whose name the property is held.
(3) Partnership property held in the name of one ormore persons other than the partnership, without an indication inthe instrument transferring the property to them of their capacityas partners or of the existence of a partnership, may betransferred by an instrument of transfer executed by the persons inwhose name the property is held.
(b) A partnership may recover partnership property froma transferee only if it proves that execution of the instrument ofinitial transfer did not bind the partnership under K.S.A. 56a-301and:
(1) As to a subsequent transferee who gave valuefor property transferred under subsection (a)(1) and (2), provesthat the subsequent transferee knew or had received a notificationthat the person who executed the instrument of initial transferlacked authority to bind the partnership; or
(2) as to a transferee who gave value for propertytransferred under subsection (a)(3), proves that the transfereeknew or had received a notification that the property waspartnership property and that the person who executed theinstrument of initial transfer lacked authority to bind thepartnership.
(c) A partnership may not recover partnership propertyfrom a subsequent transferee if the partnership would not have beenentitled to recover the property, under subsection (b), from anyearlier transferee of the property.
(d) If a person holds all of the partners' interests inthe partnership, all of the partnership property vests in thatperson. The person may execute a document in the name of thepartnership to evidence vesting of the property in that person andmay file or record the document.
History: L. 1998, ch. 93, § 13; Jan. 1, 1999.