Gazette Case: Partnership Share Transfer

Gazette Case: Xing Furong v. Beijing Dingdian Taifu Investment Management Co., Ltd., Ding Shiguo et al.

The Gazette case confirms that special transfer restrictions in a partnership agreement remain enforceable if they do not violate mandatory law. Where a transfer of a limited-partner interest to a general partner would alter partner status, the court may strictly require compliance with unanimous-consent provisions in the partnership agreement.

Holding

The Gazette case confirms that special transfer restrictions in a partnership agreement remain enforceable if they do not violate mandatory law. Where a transfer of a limited-partner interest to a general partner would alter partner status, the court may strictly require compliance with unanimous-consent provisions in the partnership agreement.

Issues

transfer restrictions in the partnership agreementrole change between general and limited partnersrequirement of unanimous partner consent