Connecticut General Statutes

Conn. Gen. Stat. § 34-348 (2026)

Transfer of partner's transferable interest

✓ current as of May 2026
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(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:

(1) Is permissible;

(2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and

(3) Does not, 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:

(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; and

(3) To seek, under subdivision (6) of section 34-372, 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.

(P.A. 95-341, S. 29, 58.)

History: P.A. 95-341 effective July 1, 1997.

Notes of Decisions
Cited in 3 cases, 2009–2016 · leading case: Brennan v. Brennan Assocs., 977 A.2d 107 (Conn. 2009).
Brennan v. Brennan Assocs., 977 A.2d 107 (Conn. 2009). · cites it 4× “The court agreed with the plaintiff, however, that “only [the decedent’s] share of distributions, along with the other incidents to a partnership interest enumerated by General Statutes § 34-348, 7 may be transferred to [Peter *69 DiNardo and Leonard DiNardo].”
Styslinger v. Brewster, Park, LLC, 138 A.3d 257 (Conn. 2016). · cites it 2× “We find this difference significant and strongly suggestive of the fact that the legislature did not intend to provide an assignee of a membership interest in an LLC with the right to wind up the affairs of the LLC.”
Bongiorno v. J & G Realty, LLC (Conn. App. Ct. 2016). · cites it 2× “’’ 5 General Statutes § 34-348 (e), which governs the transfer of a partner’s transferable interest in a partnership, provides in relevant part: ‘‘A partner- ship need not give effect to a transferee’s rights under this section until it has notice of the transfer.”
— Conn. Gen. Stat. § 34-348(b) — 1 case
Styslinger v. Brewster, Park, LLC, 138 A.3d 257 (Conn. 2016). “We find this difference significant and strongly suggestive of the fact that the legislature did not intend to provide an assignee of a membership interest in an LLC with the right to wind up the affairs of the LLC.”
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