This office lease provision states that it is an unpermitted assignment for partners to have a change in their share of partnership ownership and thus a default under the lease. Generally, this type of change in ownership is couched in those provisions dealing with changes in share ownerships of corporations.
In New York, there are several provisions that deal with changes in share ownership of corporations and changes in share ownership of partnerships. These provisions aim to regulate the transfer and acquisition of shares in order to protect the interests of the corporation and partnership, as well as the rights and obligations of existing shareholders and partners. Let's explore some key provisions relevant to both corporations and partnerships. 1. New York Corporation Law Section 627: This provision governs the transfer of shares in a corporation. It outlines the procedures and requirements that must be followed when transferring shares, including obtaining approval from the board of directors or shareholders, complying with any preemption rights, and executing the necessary transfer documents. This provision also addresses restrictions on the transfer of shares, such as those imposed by shareholders' agreements or bylaws. 2. New York Partnership Law Section 62: This provision governs the transfer of partnership interests. It sets forth the rules and procedures for transferring partnership interests, such as obtaining consent from other partners, complying with any restrictions stated in the partnership agreement, and properly documenting the transfer. This provision also addresses the rights and obligations of partners in relation to the transfer of their interests. Different Types of New York Provisions Dealing with Changes in Share Ownership: 1. New York Business Corporation Law Article 5: This comprehensive set of provisions encompasses various aspects of corporate ownership, including the transfer of shares. It covers topics such as share certificates, transfer restrictions, shareholder agreements, preemptive rights, and other relevant matters relating to changes in share ownership within corporations. 2. New York Partnership Law Article 7: This article specifically pertains to partnerships, addressing the ownership and transfer of partnership interests. It outlines rules for transferring interests, admitting new partners, withdrawing from the partnership, and provides guidance on the rights and duties of partners during these processes. 3. New York Business Corporation Law Section 630: This provision deals with the appraisal rights of shareholders in certain corporate transactions, such as mergers, consolidations, or sales of substantially all assets. It ensures that shareholders have the opportunity to receive fair value for their shares in the event of such transactions. 4. New York Partnership Law Section 71: This provision covers changes in partnership ownership resulting from the admission or withdrawal of partners. It outlines procedures for admitting new partners, determining the value of a withdrawing partner's interest, and settling financial obligations upon a partner's departure from the partnership. Overall, these New York provisions serve as a legal framework for managing changes in share ownership within corporations and partnerships, ensuring compliance with relevant laws, protecting the interests of existing stakeholders, and promoting a smooth transition during ownership transfers.
