                                 CODE OF VIRGINIA

TRANSFER OF PARTNERSHIP PROPERTY (§ 50-73.92)

A. Partnership property may be transferred as follows:

   1. Subject to the effect of a statement of partnership authority under &#xA7;
   50-73.93, partnership property held in the name of the partnership may be
   transferred by an instrument of transfer executed by a partner in the
   partnership name.

   2. Partnership property held in the name of one or more partners with an
   indication in the instrument transferring the property to them of their
   capacity as partners or of the existence of a partnership, but without an
   indication of the name of the partnership, may be transferred by an instrument
   of transfer executed by the persons in whose name the property is held.

   3. Partnership property held in the name of one or more persons other than the
   partnership, without an indication in the instrument transferring the property
   to them of their capacity as partners or of the existence of a partnership,
   may be transferred by an instrument of transfer executed by the persons in
   whose name the property is held.

B. A partnership may recover partnership property from a transferee only if it
proves that execution of the instrument of initial transfer did not bind the
partnership under § 50-73.91 and:

   1. As to a subsequent transferee who gave value for property transferred under
   subdivisions A 1 or A 2, proves that the subsequent transferee knew or had
   received a notification that the person who executed the instrument of initial
   transfer lacked authority to bind the partnership; or

   2. As to a transferee who gave value for property transferred under
   subdivision A 3, proves that the transferee knew or had received a
   notification that the property was partnership property and that the person
   who executed the instrument of initial transfer lacked authority to bind the
   partnership.

C. A partnership may not recover partnership property from a subsequent
transferee if the partnership would not have been entitled to recover the
property, under subsection B, from any earlier transferee of the property.

D. If a person holds all of the partners&#8217; interests in the partnership,
all of the partnership property vests in that person. The person may execute a
document in the name of the partnership to evidence vesting of the property in
that person and may file or record the document.

HISTORY: 1996, c. 292.