Limited Partnership Interest Transfer and Assignee Admission in Alaska
At a glance
| Governing law and transfer scope | Alaska Limited Partnership Act; partner interest is personal property (§ 32.11.320) |
|---|---|
| Agreement and restrictions | Agreement may change default assignability and full-transfer effect and authorize/condition admission grant (§§ 32.11.330, .350) |
| Interest transferred and effect | Whole/partial interest assignable by default; assignment does not dissolve LP (§ 32.11.330) |
| Transferee rights | Only assigned distributions before admission; no partner rights or limited-partner information right (§§ 32.11.140, .330) |
| Admission and consent | Assignor's agreement-authorized grant with conditions or consent of all other partners (§§ 32.11.100(b)(2), .350(a)) |
| Transferor status and duties | Full assignment ends partner status by default; assignor's §§ 32.11.070 and .210 liabilities survive admission (§§ 32.11.330, .350(c)) |
| Notice and recognition | Admission follows exercise of authorized grant and compliance with its conditions; assignment alone does not admit (§§ 32.11.100(b)(2), .330) |
| Admission liabilities and limits | Takes limited-partner restrictions and known assignor contribution/return obligations; unknown liabilities excluded (§ 32.11.350(b)) |
Requirements one by one
Assignment and admission
The partner's interest is personal property (§ 32.11.320). Unless the agreement changes the rule, an interest is assignable in whole or part. Assignment does not dissolve the LP or make the assignee a partner: it gives only the assigned distributions (§ 32.11.330). An assignee, including one from a general partner, becomes a limited partner through an assignor's agreement-authorized grant or consent of all other partners; any conditions on an authorized grant must be met (§ 32.11.100(b)(2); § 32.11.350(a)).
What trips people up
A full assignment ordinarily ends status. By default, an assignor ceases to be a partner when the entire interest is assigned (§ 32.11.330). Admission of the assignee does not release the assignor from the contribution and false-certificate liabilities named in § 32.11.350(c); the latter concerns losses caused by reliance on a false certificate (§ 32.11.070).
Distributions do not carry partner information rights. The assignee receives only distributions before admission (§ 32.11.330); the statutory information and inspection rights are stated for limited partners (§ 32.11.140).
Contribution duties can follow admission. The admitted assignee takes known assignor duties to make or return contributions, but not unknown liabilities (§ 32.11.350(b)-(c)). A limited partner's contribution promise must be signed to be enforceable (§ 32.11.210(a)-(b)); a wrongfully returned contribution can remain recoverable for six years (§ 32.11.310(b)).
Statutes and sources
- § 32.11.330: Assignment gives “only the distribution to which the assignor would be entitled”; full assignment ordinarily ends assignor status. (official text; accessed October 2, 2026).
- § 32.11.350(a)-(c): Admission follows an agreement-authorized grant or when “all other partners consent”; known contribution/return duties pass, and the assignor's named liabilities remain. (official text; accessed October 2, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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