71Change in partners

71 Change in partners (1) A limited partner in an incorporated limited partnership may, with the general partners’ consent and the transferee’s agreement, transfer all or part of the limited partner’s interest in the partnership. (2) If all of the limited partner’s interest in the incorporated limited partnership is transferred to a single transferee, the transferee becomes a limited partner in substitution for the transferor with all the rights and obligations of the transferor.

(3) Subsection (4) applies if— (a) only part of the interest of the limited partner (the transferor) in the incorporated limited partnership is transferred to a transferee; and (b) the part of the interest that is transferred is (or includes) part of the transferor’s legal interest in the partnership (whether or not the part of the interest that is transferred also includes all or part of the transferor’s beneficial interest in the partnership). (4) If this subsection applies, the transferee becomes a limited partner in substitution for the transferor in relation to the transferred part and with all the rights and obligations of the transferor in relation to that part. (5) A person may be admitted as a partner in an incorporated limited partnership without the consent of any limited partner. (6) The operation of this section may be varied with the partners’ consent.