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HomeCorporations CodeGENERAL PROVISIONSCh. 5Art. 5§ 16503 Partner Interest Transfer Rights

§ 16503 Partner Interest Transfer Rights

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 16503 Partner Interest Transfer Rights

This law lets a partner sell or give away their share in a partnership, but the buyer can't automatically become a manager or get inside information just because they bought the share.

Key Takeaways

  • •A partner can transfer their share without ending the partnership or forcing the seller to leave.
  • •The buyer gets the right to receive profits and final distributions, but not the right to manage the business or see partnership books.
  • •The seller remains a partner with all duties, just without the profit share that was transferred.
  • •The partnership only has to honor the buyer’s rights after it knows about the transfer.
  • •If the partnership agreement blocks transfers and the buyer knew about it, the transfer doesn’t work against that buyer.

Example

Sam owns a 20% share in a small bakery partnership and sells that share to Alex. Alex now gets Sam's right to any profits or final payouts, but Alex cannot start making decisions about the bakery or look at the partnership’s books unless the partners agree.

Because the transfer is allowed, Alex gets the money Sam would have gotten, but Alex cannot run the bakery or demand to see the partnership records. Sam stays a partner with all the duties except the profit share he sold.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 16503 Partner Interest Transfer Rights

(a) A transfer, in whole or in part, of a partner’s transferable interest in the partnership is permissible. However, a transfer does not do either of the following: (1) By itself cause the partner’s dissociation or a dissolution and winding up of the partnership business. (2) As against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. (b) A transferee of a partner’s transferable interest in the partnership has a right to all of the following: (1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor. (3) To seek under paragraph (6) of Section 16801 a judicial determination that it is equitable to wind up the partnership business. (c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. (d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred. (e) A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer. (f) A transfer of a partner’s transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)

Last verified: January 10, 2026

Key Terms

transferable interestdissociationdissolutiontransfereedistributionsjudicial determination

Related Statutes

  • § 15907.02 Partner Interest Transfer Rules
  • § 16502 Partner Profit Distribution Rights
  • § 16504 Partner Interest Charging Orders
  • § 16701.5 Dissociation Before Partnership Dissolution
  • § 17705.02 Llc Interest Transfer Rules

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 16503.
View Official Source