Limited Partnership Interest Transfer and Assignee Admission in Connecticut

At a glance

Requirements one by one

Interest transferred and effect

Section 34-9(19) defines a partnership interest as the partner’s profit-and-loss share and right to distributions. Section 34-27(a) allows assignment of all or part of it, subject to the partnership agreement. The assignment “does not dissolve a limited partnership” and does not itself confer partner status or powers.

Assignee rights and admission

Before admission, § 34-27(a) gives the assignee only the distributions the assignor would have received, to the extent assigned. Section 34-18 gives records inspection and information rights to a limited partner. Under § 34-27a(a), an assignee, including one from a general partner, may become a limited partner if the assignor grants that right under authority in the partnership agreement or if all other partners consent. Section 34-16(3) makes an authorized grant effective for admission after its conditions are met.

What trips people up

A full assignment changes the assignor’s status. Section 34-27(a) says the assignor ceases to be a partner on assignment of the entire interest unless the partnership agreement provides otherwise. Admission does not release the assignor from liabilities to the partnership under §§ 34-14 and 34-25 (§ 34-27a(c)).

Read any certificate terms in the agreement. Section 34-27(b) permits the agreement to evidence an interest by a partnership certificate and set assignment terms for it. A certificate is an agreement option, not a universal filing step. The authorized-admission route in § 34-16(3) also makes the agreement’s conditions matter.

Admission brings specified old obligations. Under § 34-27a(b), the admitted assignee assumes the assignor’s contribution and distribution-return obligations under §§ 34-25 and 34-25a. The exception covers liabilities both unknown at admission and not ascertainable from the partnership agreement.

Common questions

Can an assignee of a general partner become a limited partner? Yes. Section 34-27a(a) expressly includes that assignee in the limited-partner admission route. Assignment alone supplies no general-partner status.

Does the ordinary new-partner consent rule control an assignee? Section 34-16(2) addresses an interest acquired directly from the partnership; § 34-27a(a) specifically addresses an assignee and allows admission by an agreement-authorized grant or consent of all other partners.

What about an older limited partnership? Section 34-38b preserves the organization, existing contracts, and accrued rights of partnerships already in existence on October 1, 1986 against the 1986 amendments. Check those documents and dates when an older interest is assigned.

Statutes and sources

• Conn. Gen. Stat. § 34-9: “(18) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. (19) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.” (official text; accessed October 2, 2026).
• Conn. Gen. Stat. § 34-16: “Sec. 34-16. Admission of additional limited partners. After the formation of a limited partnership, a person becomes a limited partner on the later of: (1) The date the limited partnership is formed; (2) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; or (3) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 34-27a , to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power. (1961, P.A. 79, S. 8; P.A. 79-440, S. 16; P.A. 86-379, S. 9.)” (official text; accessed October 2, 2026).
• Conn. Gen. Stat. § 34-18: “Sec. 34-18. Rights of limited partner. Each limited partner shall have the right to: (1) Inspect and copy any of the partnership records required to be maintained by section 34-13c ; and (2) Obtain from the general partners from time to time on reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year and (iii) other information regarding the affairs of the limited partnership as is just and reasonable. (1961, P.A. 79, S. 10; P.A. 79-440, S. 20.)” (official text; accessed October 2, 2026).
• Conn. Gen. Stat. § 34-25: “Sec. 34-25. Liability of partner to contribute cash or property or perform services; obligation may be compromised with consent of all partners. Creditor may enforce obligation, when. (a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to section 34-13c , of the stated contribution that has not been made. (c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by the consent of all partners. Notwithstanding the compromise, a creditor of a limited partnership, who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before a cancellation or amendment thereof to reflect the compromise, may enforce the original obligation. (1961, P.A. 79, S. 17; P.A. 79-440, S. 27; P.A. 86-379, S. 16.)” (official text; accessed October 2, 2026).
• Conn. Gen. Stat. § 34-27: “Sec. 34-27. Assignment of partnership interest. Nature of assignee's interest. Evidence of partner's interest. (a) Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest. (b) The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates. (1961, P.A. 79, S. 19; P.A. 79-440, S. 39; P.A. 93-363, S. 21.)” (official text; accessed October 2, 2026).
• Conn. Gen. Stat. § 34-27a: “Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (2) all other partners consent. (b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make contributions as provided in the partnership agreement and in section 34-25 , and to return distributions as provided in section 34-25a . However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the partnership agreement. (c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 34-14 and 34-25 . (P.A. 79-440, S. 41; P.A. 85-197, S. 6; P.A. 86-379, S. 18.)” (official text; accessed October 2, 2026).
• Conn. Gen. Stat. § 34-38b: “Sec. 34-38b. Partnerships existing on October 1, 1986. The amendment of sections 34-9 , 34-10 , 34-10a , 34-10c , 34-13 , 34-13b , 34-13c , 34-15 , 34-16 , 34-17a , 34-19 , 34-20a to 34-20d , inclusive, 34-25 , 34-25a , 34-27a , 34-27c , 34-28 , 34-28a , 34-32 , 34-38 , 34-38g and 34-38n by public act 86-379 effective on October 1, 1986, does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing on October 1, 1986, nor impair any contract or affect any right accrued before October 1, 1986. (P.A. 86-379, S. 28.) (Return to Chapter Table of Contents) (Return to List of Chapters) (Return to List of Titles) Secs. 34-38c to 34-38e. Reserved for future use. (Return to Chapter Table of Contents) (Return to List of Chapters) (Return to List of Titles)” (official text; accessed October 2, 2026).