Limited Partnership Interest Transfer and Assignee Admission in Kansas

At a glance

Requirements one by one

Assignment and assignee rights

Kansas defines a partnership interest as a share of profits and losses and the right to distributions (§ 56-1a101(i)-(j)); it is personal property (§ 56-1a401). Unless the agreement provides otherwise, all or part may be assigned. Assignment does not dissolve the LP or confer partner rights. It passes the assigned profits, losses, distributions, and allocations (§ 56-1a402).

Becoming a limited partner

An assignee, including one of a general partner, becomes a limited partner to the extent the assignor grants that right under agreement authority or all other partners consent (§ 56-1a404(a)-(c)). The grant must meet any conditions in the agreement (§ 56-1a201(a)-(b)). A person buying directly from the LP instead follows the agreement or, by default, written consent of all partners (§ 56-1a201(b)).

What trips people up

A full assignment ends the assignor’s status. Section 56-1a402 says the assignor ceases to be a partner after assigning the entire interest. Yet admission of the assignee does not release the assignor from the specified false-certificate and contribution liabilities (§ 56-1a404(c)).

Liability can follow admission. An admitted assignee takes assigned limited-partner rights and obligations, including known assignor contribution and return obligations (§ 56-1a404(b)). Contribution promises follow § 56-1a302(a)-(c), while § 56-1a358(a)-(b) governs return obligations. Unknown liabilities at admission do not pass under § 56-1a404(b).

The records may set admission timing. A later time stated in partnership records can govern when someone becomes a limited partner (§ 56-1a201(a)(2)). Assignment itself gives the economic rights described in § 56-1a402; admission follows its separate route.

Statutes and sources

• § 56-1a402: “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 share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction or credit or similar item to which the assignor was entitled, to the extent assigned. A partner ceases to be a partner upon assignment of all the partner's partnership interest.” (official text; accessed October 2, 2026).
• § 56-1a404(a)-(c): “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.” An admitted assignee has assigned limited-partner rights and known contribution obligations, while the assignor retains the specified liabilities. (official text; accessed October 2, 2026).
• § 56-1a201(a)-(b): “in the case of an assignee of a partnership interest of a partner who has the power, as provided in K.S.A. 56-1a404 and amendments thereto, 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.” (official text; accessed October 2, 2026).