Limited Partnership Interest Transfer and Assignee Admission in District of Columbia

At a glance

Requirements one by one

Transfer and admission

The transferable interest is a distribution right (§ 29-701.02(14)) and personal property (§ 29-707.01). A whole or partial transfer gives assigned distributions and the transferor's net winding-up amount, without itself admitting the transferee, dissociating the transferor, or dissolving the LP. Ordinary management and records access do not pass, and dissolution accounting starts on the dissolution date (§ 29-707.02(a)-(c)). Admission follows the partnership agreement or all partners' consent (§ 29-703.01(a)(2)).

Agreement and recognition

The agreement governs partner relations and the statute fills gaps (§ 29-701.07(a)). A transfer violating an agreement restriction is ineffective against a transferee with notice of it; the LP need not give effect to transferee rights before it has notice of the transfer. A transferable interest may also be represented by a certificate (§ 29-707.02(d)-(h)).

What trips people up

A full transfer does not itself end status. The transferor retains other partner rights and duties (§ 29-707.02(d)-(h)). After a full transfer other than one for security, the other partners may unanimously expel a limited partner (§ 29-706.01(b)(4)(B)). Dissociation does not discharge earlier obligations (§ 29-706.02(b)).

Known obligations may follow admission. An admitted transferee takes known transferor obligations under the contribution and improper-distribution provisions; unknown liabilities are excluded (§ 29-707.02(d)-(h)). Those provisions address contribution promises (§ 29-705.02(a)) and knowing receipt of an improper distribution (§ 29-705.09(b)).

Statutes and sources

• § 29-707.02(a)-(h): A transfer “Shall not by itself cause the partner’s dissociation”; the transferee gets assigned distributions and the transferor retains other rights and duties. (official text; accessed October 2, 2026).
• § 29-703.01(a)(2): Admission follows the agreement or occurs “With the consent of all the partners.” (official text; accessed October 2, 2026).
• § 29-706.01(b)(4)(B): Full transfer can support expulsion by “the unanimous consent of the other partners,” excluding a security transfer. (official text; accessed October 2, 2026).