Limited Partnership Interest Transfer and Assignee Admission in Louisiana

At a glance

Requirements one by one

Interest sharing and admission

Louisiana calls an ordinary limited partnership a partnership in commendam under Civil Code art. 2837. Article 2836 applies the general partnership provisions where consistent. Under art. 2812, a partner may share an interest with a third person without the other partners’ consent, but cannot thereby make that person a member. Article 2642 generally permits assignment of rights other than those tied to strictly personal obligations and subrogates the assignee to the assignor’s rights against the debtor. A partner’s participation in profits and distributions depends on the contract under art. 2803.

For actual admission, art. 2807 requires unanimous partner agreement by default unless the partners agreed otherwise. Article 2844(B)(7)(f) expressly allows a partner in commendam to vote on admission of another partner without that vote alone counting as control of the business. An admitted partner in commendam must agree to make a contribution under art. 2840.

What trips people up

Sharing is not membership. Article 2813 grants information rights to a partner; art. 2807 concerns partner decisions, and art. 2843 withholds general-partner management authority even from a partner in commendam. Article 2812 does not carry those partner rights to a third person merely because the partner shares an interest. It also makes the sharing partner responsible for damage that third person causes to the partnership as though the partner caused it.

Notice affects assigned rights. Under art. 2643, assignment of a right is effective against its debtor and third persons only after actual knowledge or notice. Article 2644 says performance to the assignor before such knowledge or notice discharges the debtor. A partial assignment that unreasonably increases the debtor’s burden can trigger the reasonable recovery described in art. 2643.

An admission can require a registry update. R.S. § 9:3403(A) requires a filed partnership contract to name and give the municipal address of each partner, including partners in commendam. Section 9:3404 requires a contract amendment to be filed for registry in the same manner as the original and says an unfiled amendment is ineffective as to third persons. That third-party effect is separate from the partners’ admission vote under art. 2807.

Common questions

Does a new partner automatically end the partnership? Article 2829 says a change in partner number or identity does not terminate it unless membership falls to one person.

Does a full assignment by itself end the transferor’s membership? Article 2818 lists membership-ending events and permits the partnership contract to define others. Article 2812 treats sharing an interest separately from making the recipient a member; the agreement and the actual transaction determine whether the transferor ceases to be a member.

Statutes and sources

• La. Civ. Code art. 2642: “Art. 2642. Assignability of rights All rights may be assigned, with the exception of those pertaining to obligations that are strictly personal. The assignee is subrogated to the rights of the assignor against the debtor.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2643: “Art. 2643. Assignment effective from the time of knowledge or notice The assignment of a right is effective against the debtor and third persons only from the time the debtor has actual knowledge, or has been given notice of the assignment. If a partial assignment unreasonably increases the burden of the debtor he may recover from either the assignor or the assignee a reasonable amount for the increased burden.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2644: “Art. 2644. Performance by debtor before knowledge of assignment When the debtor, without knowledge or notice of the assignment, renders performance to the assignor, such performance extinguishes the obligation of the debtor and is effective against the assignee and third persons.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2803: “Art. 2803. Participation of partners. Each partner participates equally in profits, commercial benefits, and losses of the partnership, unless the partners have agreed otherwise. The same rule applies to the distribution of assets, but in the absence of contrary agreement, contributions to capital are restored to each partner according to the contribution made.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2807: “Art. 2807. Decisions affecting the partnership. Unless otherwise agreed, unanimity is required to amend the partnership agreement, to admit new partners, to terminate the partnership, or to permit a partner to withdraw without just cause if the partnership has been constituted for a term. Decisions affecting the management or operation of a partnership must be made by a majority of the partners, but the parties may stipulate otherwise.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2808: “Art. 2808. Obligation of a partner to contribute. Each partner owes the partnership all that he has agreed to contribute to it.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2812: “Art. 2812. The sharing of a partner's interest with a third person. A partner may share his interest in the partnership with a third person without the consent of his partners, but he cannot make him a member of the partnership. He is responsible for damage to the partnership caused by the third person as though he caused it himself.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2813: “Art. 2813. The right of a partner to obtain information. A partner may inform himself of the business activities of the partnership and may consult its books and records, even if he has been excluded from management. A contrary agreement is null. He may not exercise his right in a manner that unduly interferes with the operations of the partnership or prevents other partners from exercising their rights in this regard.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2818: “Art. 2818. Causes of cessation of membership A. A partner ceases to be a member of a partnership upon: his death or interdiction; his being granted an order for relief under Chapter 7 or confirmation of a plan of liquidation or the appointment of a trustee of his estate under Chapter 11 of the Bankruptcy Code; his interest in the partnership being seized and not released as provided in Article 2819; his expulsion from the partnership; or his withdrawal from the partnership. B. A partner also ceases to be a member of a partnership in accordance with the provisions of the contract of partnership.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2829: “Art. 2829. Change in number or identity of partners. A change in the number or identity of partners does not terminate a partnership unless the number is reduced to one.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2836: “Art. 2836. Provisions applicable to partnerships in commendam. The provisions of the other chapters of this Title apply to partnerships in commendam to the extent they are consistent with the provisions of this Chapter.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2837: “Art. 2837. Partnership in commendam; definition. A partnership in commendam consists of one or more general partners who have the powers, rights, and obligations of partners, and one or more partners in commendam, or limited partners, whose powers, rights, and obligations are defined in this Chapter.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2840: “Art. 2840. Partner in commendam; liability; agreed contribution. A partner in commendam must agree to make a contribution to the partnership. The contribution may consist of money, things, or the performance of nonmanagerial services. The partnership agreement must describe the contribution and state either its agreed value or a method of determining it. The contract should also state the time or circumstances upon which the money or other things are to be delivered, or the services are to be performed, and if it fails to do so, payment is due on demand. A partner in commendam is liable for the obligations of the partnership only to the extent of the agreed contribution. If he does not make the contribution, or contributes only part of it, he is obligated to contribute money, or other things equal to the portion of the stated value that he has failed to satisfy. The court may award specific performance if appropriate.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2843: “Art. 2843. Restrictions on the partner in commendam with regard to management or administration of the partnership A partner in commendam does not have the authority of a general partner to bind the partnership, to participate in the management or administration of the partnership, or to conduct any business with third persons on behalf of the partnership.” (official Louisiana law; accessed October 2, 2026).
• La. Civ. Code art. 2844: “Art. 2844. Liability of the partner in commendam to third persons A. A partner in commendam is not liable for the obligations of the partnership unless the partner is also a general partner or, in addition to the exercise of the partner's rights and powers as a partner, the partner participates in the control of the business. If, however, the partner in commendam participates in the control of the business, the partner is liable only to persons who transact business with the partnership reasonably believing, based upon the partner in commendam's conduct, that the partner in commendam is a general partner. B. A partner in commendam does not participate in the control of the business within the meaning of Paragraph A of this Article solely by doing one or more of the following: (1) Being a contractor for or an agent or employee of the partnership or of a general partner. (2) Being an employee, officer, director, or shareholder of a general partner that is a corporation or a member or manager of a general partner that is a limited liability company. (3) Consulting with and advising a general partner with respect to the business of the partnership. (4) Acting as surety for the partnership or guaranteeing or assuming one or more specific obligations of the partnership. (5) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the partnership. (6) Requesting or attending a meeting of partners. (7) Proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters: (a) The continuation, dissolution, termination, or liquidation of the partnership. (b) The alienation, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the partnership. (c) The incurrence of indebtedness by the partnership other than in the ordinary course of its business. (d) A change in the nature of the business. (e) The admission, expulsion, or withdrawal of a general partner. (f) The admission, expulsion, or withdrawal of a partner in commendam. (g) A transaction involving an actual or potential conflict of interest between a general partner and the partnership or the partners in commendam. (h) An amendment to the contract of partnership. (i) Matters related to the business of the partnership not otherwise enumerated in this Paragraph, which the contract of partnership states in writing may be subject to the approval or disapproval of partners. (8) Liquidating the partnership. (9) Exercising any right or power permitted to partners in commendam under this Chapter and not specifically enumerated in this Paragraph. C. The enumeration in Paragraph B of this Article does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the partner in the business of the partnership.” (official Louisiana law; accessed October 2, 2026).
• La. R.S. § 9:3403: “§3403. Contract of partnership; required content; use of names A.(1) A contract of partnership filed for registry with the secretary of state shall be written in the English language and contain the name and taxpayer identification number of the partnership, the municipal address of its principal place of business in this state, and the name and the municipal address of each partner, including partners in commendam, if any. (2) The failure to include the taxpayer identification number of the partnership shall not invalidate nor cause the secretary of state to reject the contract. (3) The secretary of state may prescribe and furnish forms for filing the contract of partnership. B. If the secretary of state receives for filing a partnership agreement that includes in the partnership name the word "bank", "banker", "banking", "savings", "safe deposit", "trust", "trustee", "building and loan", "homestead", "credit union", or any other word of similar import, the secretary of state shall not file the partnership agreement until the secretary of state receives satisfactory evidence that written notice of the proposed use of that name was delivered to the office of financial institutions at least fourteen days prior to the filing made with the secretary of state. C. If the secretary of state receives for filing a partnership agreement that includes in the partnership name the word "engineer", "engineering", "surveyor", or "surveying", the secretary of state shall not file the partnership agreement until the secretary of state receives either of the following: (1) Satisfactory evidence that written notice of the proposed use of that name was delivered to the Louisiana Professional Engineering and Land Surveying Board at least ten days prior to the filing made with the secretary of state. (2) A written waiver of the ten-day notice prescribed in Paragraph (1) of this Subsection, signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board. D. If the secretary of state receives for filing a partnership agreement that includes in the partnership name the word "architect", "architectural", or "architecture", the secretary of state shall not file the partnership agreement until the secretary of state receives either of the following: (1) Satisfactory evidence that written notice of the proposed use of that name was delivered to the Louisiana State Board of Architectural Examiners at least ten days prior to the filing made with the secretary of state. (2) A written waiver of the ten-day notice prescribed in Paragraph (1) of this Subsection, signed by the executive director or any member of the Louisiana State Board of Architectural Examiners.” (official Louisiana law; accessed October 2, 2026).
• La. R.S. § 9:3404: “§3404. Contract amendment An amendment to a contract of partnership shall be filed for registry in the same manner as an original contract of partnership. Until filed for registry, such amendment shall not be effective as to third persons. An amendment to a contract of partnership that is not registered with the secretary of state shall be accompanied by an original copy of the contract of partnership, or a certified copy, and all previous amendments.” (official Louisiana law; accessed October 2, 2026).