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Hawaii Revised Statutes

Haw. Rev. Stat. § 425-113 (2026)

  Transfer of partnership property

✓ current as of July 2026
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     §425-113  Transfer of partnership property.  (a)  Partnership property may be transferred as follows:

     (1)  Subject to the effect of a partnership registration statement filed under section 425-1, 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 section 425-112 and:

     (1)  As to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (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 subsection (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' 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. [L 1999, c 284, pt of §1]

 

 

Notes of Decisions
Cited in 3 cases, 1986–2001 · leading case: Fujimoto v. Au, 19 P.3d 699 (Haw. 2001).
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Fujimoto v. Au, 19 P.3d 699 (Haw. 2001). · cites it 3× “The record reflects that the circuit court entered a final judgment in favor of the plaintiffs and against Kailua Partners, Weimer, and Kim on all but one of the counts asserted in the plaintiffs’ complaint, see supra note 12.”
Hayes v. Quincy (In Re WPMK Corp.), 59 B.R. 991 (D. Haw. 1986). · cites it 5× “§ 425-113, Where by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his co-partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred,…”
Hawaiian Crow ('Alala) v. Lujan, 906 F. Supp. 549 (D. Haw. 1991). · cites it 3× “§ 425-113, a general partnership is hable for the wrongful acts of its general partners, provided the latter act in the ordinary course of the general partnership’s business.”
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