Limited Partnership Interest Transfer and Assignee Admission in Georgia

At a glance

Requirements one by one

Interest transferred and assignment effect

Section 14-9-101 defines the partnership interest to include a share of capital, profits and losses, distributions, and income or other item allocations. Section 14-9-701 makes that interest personal property, separate from any ownership of specific partnership property. Section 14-9-702 permits a full or partial assignment by default and says assignment alone neither dissolves the limited partnership nor makes the assignee a partner.

Assignee rights before admission

The assignee receives the assigned share of the assignor’s partnership interest under § 14-9-702, but cannot exercise partner rights by assignment alone. Section 14-9-305 gives statutory record-inspection and information rights to a limited partner; assignment does not itself confer that status.

Admission as a limited partner

An assignee, including one of a general partner’s interest, can become a limited partner under § 14-9-704 if the agreement allows it or all other partners consent. Section 14-9-301(b) makes admission effective at the later of formation or the agreement’s specified time; if the agreement supplies no time, admission takes effect when reflected in partnership records. The direct-from-partnership admission rule in § 14-9-301(a)(1) is separate.

What trips people up

Assignment does not release the assignor. Section 14-9-702 keeps the assignor a partner until assignee admission, with rights or powers except those assigned, and preserves the assignor’s partner liability. If a general partner assigns all general-partner rights, a majority in interest of limited partners may vote to terminate that general-partner status. Section 14-9-704(c) separately preserves the assignor’s contribution liability after the assignee becomes a limited partner, subject to the agreement.

Admission carries contribution duties. Under § 14-9-704(b), the admitted assignee takes limited-partner restrictions and liabilities and the assignor’s § 14-9-502 contribution obligations. Unless assignor and assignee agree otherwise, the assignee is protected from liabilities unknown at admission that could not be ascertained from the written partnership agreement. Section 14-9-502 requires an enforceable contribution promise to be signed in writing.

Check the partnership agreement and records. Section 14-9-702 begins with an agreement exception and permits a written agreement to establish interest certificates and transfer rules for them. The admission timing rule in § 14-9-301(b) turns on the agreement or the partnership records. Chapter 9’s application to an older domestic limited partnership depends on its adoption route under § 14-9-1201.

Common questions

Can a general partner’s assignee become a limited partner? Yes, by the agreement route or all other partners’ consent under § 14-9-704(a); that does not make the assignee a general partner.

Does assignment automatically end the partnership? No. Section 14-9-702 says assignment does not dissolve the limited partnership.

Statutes and sources

• O.C.G.A. § 14-9-101: “14-9-101. Definitions. As used in this chapter, unless the context of a provision of this chapter otherwise requires or unless otherwise defined in the partnership agreement: “Certificate of limited partnership” means the certificate referred to in Code Section 14-9-201, and such certificate as amended or restated. “Contribution” means a contribution to the capital of a limited partnership authorized by Code Section 14-9-501. (2.1) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in Code Section 14-9-602. (3.1) “Foreign limited liability company” means a limited liability company formed under the laws of a jurisdiction other than this state. “Foreign limited partnership” means a partnership formed under the laws of another state and having as partners one or more general partners and one or more limited partners. “General partner” means a person who: Becomes a general partner upon the formation of a limited partnership in accordance with Code Section 14-9-201 or becomes a general partner in accordance with Code Section 14-9-401, is named in the certificate of limited partnership as a general partner and has not ceased to be a general partner pursuant to Code Section 14-9-602; or Is a general partner of a foreign limited partnership in accordance with the law of the state of organization. “Interest” means interest at the legal rate that applies when the percentage rate is not named in the contract as provided by Code Section 7-4-2 or any successor statute. (6.1) “Limited liability company” means any limited liability company formed under Chapter 11 of this title. “Limited partner” means a person who: Has been admitted to a limited partnership as a limited partner in accordance with Code Section 14-9-301 and has not withdrawn as a limited partner pursuant to Code Section 14-9-603; or Is a limited partner in a foreign limited partnership in accordance with the law of the state of organization. “Limited partnership” and “domestic limited partnership” mean a partnership formed in accordance with Code Section 14-9-201 by two or more persons under the laws of this state and having one or more general partners and one or more limited partners. “Partner” means a limited partner or general partner of a limited partnership. “Partnership agreement” means an agreement, written or oral, of the partners of a limited partnership as to the affairs of the limited partnership and the conduct of its business. “Partnership interest” means a partner’s share of the capital and profits and losses of a limited partnership, the right to receive distributions of partnership assets, and the right to receive any allocation of income, gain, loss, deduction, credit, or similar items. “Person” means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity, or any person acting in a representative capacity. “State” means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States.” (public-domain statutory text; accessed October 2, 2026).
• O.C.G.A. § 14-9-301: “14-9-301. Admission of limited partners. Subject to subsection (b) of this Code section, a person may become a limited partner in a limited partnership: In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide in writing, upon the written consent of all partners; and In the case of an assignee of a partnership interest, as provided in Code Section 14-9-704. The effective time of admission of a limited partner to a limited partnership shall be the later of: The date the limited partnership is formed; or The time provided in the partnership agreement, or if no such time is provided therein, then when the person’s admission is reflected in the records of the limited partnership.” (public-domain statutory text; accessed October 2, 2026).
• O.C.G.A. § 14-9-305: “14-9-305. Inspection of partnership records; information. Subject to such reasonable procedural standards as may be set forth in the partnership agreement or otherwise established by the general partners, a limited partner may, for any purpose reasonably related to the limited partner’s interest as a limited partner: Upon his reasonable request during ordinary business hours inspect at the registered office of the limited partnership and copy at his expense any partnership record required to be maintained by Code Section 14-9-105; Upon his reasonable request during ordinary business hours inspect and copy at his expense other partnership books and records of account; and Obtain from the general partners from time to time upon reasonable request: True information to such extent and in such form as is reasonably related to such limited partner’s interest as a limited partner, regarding the state of the business and financial condition of the limited partnership; Promptly after becoming available, a copy of the limited partnership’s federal, state, and local income tax returns for each year; and Other information regarding the affairs of the limited partnership as is just and reasonable; provided, however, that a general partner shall have the right to keep confidential from limited partners for such period of time as the general partner deems reasonable, any information which the general partner reasonably believes to be in the nature of trade secrets or other information, the disclosure of which the general partner in good faith believes is not in the best interests of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential. If the limited partnership or a partner or agent of the limited partnership refuses to permit the inspection authorized by subsection (a) of this Code section, the limited partner demanding inspection may apply to the superior court for the county in which the registered office of the limited partnership is located, upon such notice as the court may require, for an order directing the limited partnership, its partners, or agent to show cause why an order permitting such inspection by the applicant should not be granted. The court shall hear the parties summarily, by affidavit or otherwise, and if the limited partnership fails to establish that the applicant is not entitled to such inspection, the court shall grant an order permitting such inspection, subject to any limitations which the court may prescribe, and grant such other relief, including costs and reasonable attorneys’ fees, as the court may deem just and proper.” (public-domain statutory text; accessed October 2, 2026).
• O.C.G.A. § 14-9-502: “14-9-502. Promise to contribute; liability for contribution. Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section 13-5-31, a promise by a person to make a contribution to the capital of a limited partnership is not enforceable unless set out in a writing signed by the person or his attorney in fact. Except as provided in the partnership agreement: A partner is obligated to the limited partnership to perform an otherwise enforceable promise to contribute cash or property or to perform services and to pay interest on the agreed contribution from the date the contribution is due; and This obligation exists even if the partner is unable to perform because of death, disability, or any other reason. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution to the capital of the partnership may be reduced or eliminated only by consent of all partners.” (public-domain statutory text; accessed October 2, 2026).
• O.C.G.A. § 14-9-701: “14-9-701. Nature of partnership interest. A partnership interest is personal property. A partner has no interest in specific partnership property.” (public-domain statutory text; accessed October 2, 2026).
• O.C.G.A. § 14-9-702: “14-9-702. Assignment of partnership interest. Unless otherwise 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, the assignor’s partnership interest; Until the assignee of a partnership interest becomes a partner, the assignor partner continues to be a partner and to have the power to exercise any rights or powers of a partner, except to the extent those rights or powers are assigned; provided that on the assignment by a general partner of all of the general partner’s rights as a general partner, the general partner’s status as a general partner may be terminated by the affirmative vote of a majority in interest of the limited partners; Until an assignee of a partnership interest becomes a partner, the assignee has no liability as a partner solely as a result of the assignment; and The assignor of a partnership interest is not released from his liability as a partner solely as a result of the assignment. A written partnership agreement may provide that a partner’s partnership interest may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of a partnership interest represented by such a certificate and make other provisions with respect to those certificates.” (public-domain statutory text; accessed October 2, 2026).
• O.C.G.A. § 14-9-704: “14-9-704. Right of assignee to become limited partner. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: The partnership agreement so provides; or All other partners consent. 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 Code Section 14-9-502. However, unless otherwise agreed between the assignee and the assignor, such 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 written partnership agreement. Subject to contrary provision in the partnership agreement, if an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under Code Section 14-9-502.” (public-domain statutory text; accessed October 2, 2026).
• O.C.G.A. § 14-9-1201: “14-9-1201. Partnerships covered by chapter. This chapter governs all domestic limited partnerships formed on or after July 1 of the year in which this chapter becomes effective and all foreign limited partnerships transacting business in this state on or after July 1 of the year in which this chapter becomes effective. A domestic limited partnership formed before July 1 of the year in which this chapter becomes effective may voluntarily elect, in accordance with any provision in its partnership agreement permitting it to do so or by complying with the procedures provided in its partnership agreement for amending the partnership agreement, to adopt the provisions of this chapter and thereafter may become subject to its provisions as of July 1 of the year in which this chapter becomes effective by filing with the Secretary of State at any time after April 15 of the year in which this chapter becomes effective a certificate of limited partnership that complies with this chapter or a certificate of amendment that would cause its certificate of limited partnership to comply with this chapter and that, in each case, specifically states that the limited partnership is electing to adopt the provisions of this chapter. Upon the later of July 1 of the year in which this chapter becomes effective or the filing of a document complying with the immediately preceding sentence, all provisions of this chapter shall thereafter apply to the limited partnership. A domestic limited partnership formed before July 1 of the year in which this chapter becomes effective that does not adopt the provisions of this chapter pursuant to subsection (b) of this Code section shall continue to be governed by Article 1 or Article 2 of Chapter 9A of this title, as applicable.” (public-domain statutory text; accessed October 2, 2026).