N.Y. PTR Law § 121-702

§ 121-702. Assignment of partnership interest. (a) Except as provided\nin the partnership agreement,\n (1) A partnership interest is assignable in whole or in part;\n (2) An assignment of a partnership interest does not dissolve a\nlimited partnership or entitle the assignee to become or to exercise any\nrights or powers of a partner;\n (3) The only effect of an assignment is to entitle the assignee to\nreceive, to the extent assigned, the distributions and allocations of\nprofits and losses to which the assignor would be entitled; and\n (4) A partner ceases to be a partner and to have the power to exercise\nany rights or powers of a partner upon assignment of all of his\npartnership interest. Unless otherwise provided in the partnership\nagreement, the pledge of, or the granting of a security interest, lien\nor other encumbrance in or against, any or all of the partnership\ninterest of a partner shall not cause the partner to cease to be a\npartner or to have the power to exercise any rights or powers of a\npartner.\n (b) The partnership agreement may provide that a limited partner's\ninterest may be evidenced by a certificate issued by the partnership and\nmay also provide for the assignment or transfer of any of the interest\nrepresented by such a certificate. A limited partner's interest may be a\ncertificated security or an uncertificated security within the meaning\nof section 8--102 of the uniform commercial code if the requirements of\nsection 8--103(c) are met, and if the requirements are not met shall be\ndeemed to be a general intangible.\n (c) Unless otherwise provided in a partnership agreement and except to\nthe extent assumed by agreement, until an assignee of a partnership\ninterest becomes a partner, the assignee shall have no liability as a\npartner solely as a result of the assignment.\n