Section 178.0302. Transfer of partnership property.

 

(1)  Partnership property may be transferred as follows:

(a) Subject to the effect of a statement of partnership authority under s. 178.0303 , partnership property held in the name of the partnership may be transferred by an instrument of transfer signed by a partner in the partnership name.

(b) 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 signed by the persons in whose name the property is held.

(c) 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 signed by the persons in whose name the property is held.

(2)  A partnership may recover partnership property from a transferee, as a result of the lack of authority under this subchapter to make the transfer, only if the partnership proves that signing of the instrument of initial transfer did not bind the partnership under s. 178.0301 and if any of the following is true:

(a) As to a subsequent transferee who gave value for property transferred under sub. (1) (a) or (b) , the partnership proves that the subsequent transferee knew or had been notified that the person who signed the instrument of initial transfer lacked authority to bind the partnership.

(b) As to a transferee who gave value for property transferred under sub. (1) (c) , the partnership proves that the transferee knew or had been notified of all of the following:

1. The property was partnership property.

2. The person who signed the instrument of initial transfer lacked authority to bind the partnership.

(3)  A partnership may not recover partnership property from a subsequent transferee, for lack of authority under this subchapter to make the transfer, if the partnership would not have been entitled to recover the property under sub. (2) from any earlier transferee of the property.

(4)  If a person holds all of the partners' interests in a partnership that is dissolved under subch. VIII , all the partnership property vests in that person. The person may sign a record in the name of the partnership to evidence vesting of the property in that person and may file or record the record.

2015 a. 295 .