Limited Partnership Interest Transfer and Assignee Admission in Idaho

At a glance

Requirements one by one

Transfer and admission

Idaho defines the transferable interest as the distribution right, including a fractional right (§ 30-24-102(a)(11)); it is personal property (§ 30-24-701). A transfer can cover all or part of that interest without itself dissociating the partner or dissolving the LP (§ 30-24-702(a)). It gives distributions but not management or ordinary record access. An accounting right arises in winding up only from the date of dissolution (§ 30-24-702(b)-(c)). A person becomes a limited partner under the agreement (§ 30-24-301(b)(1)) or with the affirmative vote or consent of all partners (§ 30-24-301(b)(3)).

Agreement and recognition

The agreement governs partner relations and the statutory default fills gaps (§ 30-24-105(a)-(b)). A transfer breaching an agreement restriction is ineffective as to someone who knew or had notice of it at transfer. The LP need not give effect to transferee rights before it knows or has notice of the transfer; an interest certificate is possible, but optional (§ 30-24-702(d)-(f)).

What trips people up

A full sale is not automatic dissociation. The transferor retains other partner rights and duties; after a full transfer, all other partners may vote or consent to expel a limited partner, but the full-transfer ground excludes a transfer for security (§§ 30-24-601(b)(4)(B), 30-24-702(g)). Dissociation itself does not discharge prior obligations (§ 30-24-602(b)).

Admission can carry known obligations. A transferee who becomes a partner with respect to the transferred interest takes the transferor's obligations under the contribution and improper-distribution provisions if known on admission (§ 30-24-702(g)-(h)).

Older LPs have a transition rule. Chapter 24 governs LPs generally (§ 30-24-112(b)-(c)), but an LP formed before July 1, 2006 normally retains prior-law limited-partner dissociation rules unless the partners elect otherwise (§ 30-24-112(c)(3)).

Statutes and sources

• § 30-24-702(a)-(h): “A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.” A transfer alone “Does not by itself cause a partner’s dissociation.” (official text; accessed October 2, 2026).
• § 30-24-301(b): Admission can occur “As provided in the partnership agreement” or “With the affirmative vote or consent of all the partners.” (official text; accessed October 2, 2026).
• § 30-24-601(b)(4)(B): Full transfer can support expulsion by “the affirmative vote or consent of all the other partners,” except a security transfer. (official text; accessed October 2, 2026).