Limited Partnership Interest Transfer and Assignee Admission in Florida

At a glance

Requirements one by one

Interest transferred and assignment effect

Section 620.1701(1) calls the transferable interest the only partner interest transferable under the Florida Revised Uniform Limited Partnership Act of 2005 (§ 620.1102(1)). Section 620.1702(1) permits a full or partial transfer without itself dissociating the partner or winding up the limited partnership. The agreement governs partner relations under § 620.1110(1).

Transferee distributions, information, and management

Section 620.1702(2) gives the transferee the assigned distributions and the net amount distributable on winding up. Under § 620.1702(1)(c), a transfer alone does not supply management power or routine limited-partner information rights. The narrower § 620.1702(3) accounting right covers partnership transactions only from the date of dissolution.

Admission as a limited partner

Section 620.1301 provides admission as the partnership agreement directs or with all partners' consent. Its merger and conversion route is separate from an ordinary voluntary transfer. The economic transfer under § 620.1702 does not itself accomplish admission.

What trips people up

A complete transfer does not automatically remove the partner. Section 620.1702(4) keeps the transferor's other partner rights and all duties. If a limited partner transfers all of the transferable interest, § 620.1601(2)(d)2. permits expulsion by unanimous consent of the other partners; a transfer for security purposes or an uncompleted charging-order foreclosure does not trigger that route.

Restrictions and notice affect the result. Section 620.1702(6) makes a transfer that violates an agreement restriction ineffective as to someone who had notice of the restriction when the transfer occurred. Section 620.1702(5) says the partnership need not give a transferee's rights effect until it has notice of the transfer.

Admission brings obligations. Under § 620.1702(7), a transferee who becomes a partner takes on the transferor's obligations under §§ 620.1502 and 620.1509, except liabilities unknown to the transferee at admission. The transfer document and agreement deserve a separate obligations review.

Common questions

Can the interest be represented by a certificate? Section 620.1701(2) lets the partnership agreement provide for a certificate and rules for assigning the represented interest.

Does a general partner's interest transfer make the recipient a general partner? The transfer alone does not provide management rights under § 620.1702(1)(c). The ordinary admission route in § 620.1301 concerns becoming a limited partner.

Statutes and sources

• Fla. Stat. § 620.1102: “620.1102 Definitions. — As used in this act: (1) “Act” means the Florida Revised Uniform Limited Partnership Act of 2005, as amended.” (official text; accessed October 2, 2026).
• Fla. Stat. § 620.1110: “620.1110 Effect of partnership agreement; nonwaivable provisions. — (1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership.” (official text; accessed October 2, 2026).
• Fla. Stat. § 620.1301: “620.1301 Becoming limited partner. — A person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a conversion or merger involving the limited partnership under this act as provided in the plan of conversion or merger; or (3) With the consent of all the partners.” (official text; accessed October 2, 2026).
• Fla. Stat. § 620.1502: “620.1502 Liability for contribution. — (1) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership shall be in a record signed by the partner, and such obligation shall not be excused by the partner’s death, disability, or other inability to perform personally. (2) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made. (3) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (1), without notice of any compromise under this subsection, may enforce the original obligation. (4) A partnership agreement may provide that the interest of any partner who fails to make any contribution that the partner is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing the partner’s proportionate interest in the limited partnership, subordinating the partner’s partnership interests to that of nondefaulting partners, a forced sale, or the forfeiture of the partner’s interest in the limited partnership, the lending by other partners of the amount necessary to meet the partner’s commitment, a fixing of the value of the partner’s interest in the limited partnership by appraisal or by formula and redemption or sale of such interest at such value, or other penalty or consequence.” (official text; accessed October 2, 2026).
• Fla. Stat. § 620.1509: “620.1509 Liability for improper distributions. — (1) A general partner that consents to a distribution made in violation of s. 620.1508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with s. 620.1408. (2) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of s. 620.1508 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under s. 620.1508. (3) A general partner against which an action is commenced under subsection (1) may: (a) Implead in the action any other person that is liable under subsection (1) and compel contribution from the person. (b) Implead in the action any person that received a distribution in violation of subsection (2) and compel contribution from the person in the amount the person received in violation of subsection (2). (4) An action under this section is barred if it is not commenced within 2 years after the distribution.” (official text; accessed October 2, 2026).
• Fla. Stat. § 620.1601: “(d) The person’s expulsion as a limited partner by the unanimous consent of the other partners if: 1. It is unlawful to carry on the limited partnership’s activities with the person as a limited partner; 2. There has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed;” (official text; accessed October 2, 2026).
• Fla. Stat. § 620.1701: “620.1701 Partner’s transferable interest; certificates. — (1) The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property. (2) The partnership agreement may provide that a partner’s interest in a limited partnership may be evidenced by a certificate issued by the limited partnership and may also provide for the assignment or transfer of any interest in the limited partnership represented by such a certificate and make other provisions with respect to such certificates.” (official text; accessed October 2, 2026).
• Fla. Stat. § 620.1702: “620.1702 Transfer of partner’s transferable interest. — (1) A transfer, in whole or in part, of a partner’s transferable interest: (a) Is permissible. (b) Does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities. (c) Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to any information to which a limited partner would otherwise have access under s. 620.1304, except as otherwise provided in subsection (3), or to inspect or copy the required information or the limited partnership’s other records. (2) A transferee has a right to receive, in accordance with the transfer: (a) Distributions to which the transferor would otherwise be entitled. (b) Upon the dissolution and winding up of the limited partnership’s activities the net amount otherwise distributable to the transferor. (3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution. (4) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner. (5) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer. (6) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under ss. 620.1502 and 620.1509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.” (official text; accessed October 2, 2026).