Limited Partnership Interest Transfer and Assignee Admission in Maine

At a glance

Requirements one by one

Transfer and admission

Maine defines the transferable interest as the distribution right (§ 1302); only that interest transfers, and it is personal property (§ 1381). A whole or partial transfer is permitted (§ 1382(1); § 1382(1)(A)) and does not itself dissociate the partner or dissolve the LP (§ 1382(1)(B)). It gives the transferee distributions (§ 1382(2)(A)) and the net winding-up amount otherwise payable to the transferor (§ 1382(2)(B)), while withholding ordinary management and record access (§ 1382(1)(C)). Dissolution accounting begins only on the dissolution date (§ 1382(3)). Admission as a limited partner follows the agreement (§ 1341(1)) or all partners' consent (§ 1341(3)).

Agreement and recognition

The agreement governs partner relations and the statute fills gaps (§ 1310(1)). A transferee with notice of an agreement restriction cannot rely on a transfer that violates it (§ 1382(6)). The LP need not give effect to transferee rights until it has notice of the transfer (§ 1382(5)).

What trips people up

A full transfer does not itself end partner status. The transferor keeps other rights and duties (§ 1382(4)). A full transfer, except one for security, permits expulsion of a limited partner by unanimous consent of the other partners (§ 1371(2)(D); § 1371(2)(D)(2)); dissociation itself does not discharge earlier obligations (§ 1372(2)).

The admission liability cross reference is unusual. Section 1382(7) makes an admitted transferee liable for the transferor's known obligations under §§ 1361 and 1369 (§ 1382(7)). Section 1361 describes forms of contribution (§ 1361), while § 1369(2) imposes liability for knowing receipt of an improper distribution. The text does not explain what transferor obligation under § 1361 passes; the agreement and particular obligation matter.

Older partnerships have a different dissociation rule. Chapter 19 generally governs all LPs (§ 1453(2)), but a partnership formed before July 1, 2007 retains the earlier limited-partner dissociation consequences unless its partners elect otherwise (§ 1453(3); § 1453(3)(C)).

Statutes and sources

• § 1382(1)-(7): A transfer “Does not by itself cause the partner's dissociation”; the transferee receives “Distributions to which the transferor would otherwise be entitled,” while the transferor keeps other partner rights and duties. (official text; accessed October 2, 2026).
• § 1341(1), (3): Limited-partner admission occurs “As provided in the partnership agreement” or “With the consent of all the partners.” (official text; accessed October 2, 2026).
• § 1371(2)(D)(2): Full transfer can support “expulsion as a limited partner by the unanimous consent of the other partners,” except a security transfer. (official text; accessed October 2, 2026).