Massachusetts General Laws

Mass. Gen. Laws ch. 108A, § 27 (2026)

Conveyance of interest in partnership; rights of assignee

✓ current as of July 2026

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Section 27. (1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.

(2) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.

Notes of Decisions

Cited in 4 cases, 1975–2011 · leading case: Donahue v. Rodd Electrotype Co. of New England, Inc., 328 N.E.2d 505 (Mass. 1975).

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Donahue v. Rodd Electrotype Co. of New England, Inc., 328 N.E.2d 505 (Mass. 1975). · cites it 2× “In a partnership, of course, a partner cannot transfer his interest in the partnership so as to give his assignee a right to participate in the management or business affairs of the continuing partnership without the agreement of the other partners.”

Nickless v. Aaronson (In re Katz), 341 B.R. 123 (Bankr. D. Mass. 2006). · cites it 2× “Count II: M.G.L. c. 108A, § 27 In this Count, the Chapter 7 Trustee states he is entitled to a formal accounting from the last accounting forward.”

Masspower v. Massachusetts Mun. Wholesale Elec. Co., 28 Mass. L. Rptr. 51 (Mass. Super. Ct. 2011). “Both the original partnership agreement, at article 12, and the Massachusetts Uniform Partnership Act, G.L.c. 108A, §27, authorize transfers of partnership interests.”

Smith v. Egan, 3 Mass. L. Rptr. 62 (Mass. Super. Ct. 1994). “G.L.c. 108A, §27. The transfer of right and interest in a partnership “without the concurrence of [the co-partner]” does not make the assignee a partner.”

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