Companies and Allied Matters Act 2020

Section 774 - Chapter 7 - Assignment And Transfer Of Partnership Rights

(1) Unless otherwise provided in the limited liability partnership agreement, the rights of a partner to a share of the profits and losses of a limited liability partnership and to receive distributions in accordance with the limited liability partnership agreement are transferable either wholly or in part.

(2) The transfer of any right by any partner under subsection (1) does not by itself cause the disassociation of the partner or a dissolution and winding up of the limited liability partnership.

(3) The transfer of a right under this section does not, by itself, entitle the transferee or assignee to participate in the management or conduct of the activities of the limited liability partnership, or grant access to information concerning the transactions of the limited liability partnership.

775. (1) Where a court, by order, declares that the affairs of a limited liability Investigation of the partnership ought to be investigated, the Commission shall appoint one or more competent persons as inspectors to investigate the affairs of a limited liability partnership and to report thereon in such manner as it may direct.

(2) Notwithstanding the provisions of subsection (1), the Commission may appoint one or more competent persons as inspectors to investigate the affairs of a limited liability partnership and to report on them in such manner as it may direct.

(3) The appointment of inspectors under subsection (2) may only be made if -

(a) at least one-fifth of the total number of partners of the limited liability partnership make an application along with supporting evidence and security amount as may be prescribed;

(b) the limited liability partnership makes an application that the affairs of the limited liability partnership ought to be investigated; or

(c) in the opinion of the Commission, there are circumstances suggesting -

(i) that the business of the limited liability partnership is being or has been conducted with an intent to defraud its creditors, partners or any other person, or otherwise for a fraudulent or unlawful purpose,

(ii) that the business of the limited liability partnership is being or has been conducted in a manner oppressive or unfairly prejudicial to some or any of its partners, or that the limited liability partnership was formed for any fraudulent or unlawful purpose,

(iii) that the affairs of the limited liability partnership are not being conducted in line with the provisions of this Act, or

(iv) that, on receipt of a report of the Commission or any other investigating or regulatory agency, there are sufficient reasons to show that the affairs of the limited liability partnership ought to be investigated.

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