Limited Partnership Interest Transfer and Assignee Admission in Maryland

At a glance

Requirements one by one

Assignment and distributions

Section 10-701 makes the partnership interest personal property. Under § 10-702(a)–(c), the agreement may change the default; otherwise the interest may be assigned in whole or part, the assignee receives only the assigned distributions, and assignment alone neither dissolves the partnership nor admits the assignee or gives partner powers.

Admission

Section 10-703(a) permits an assignee, including a general partner's assignee, to become a limited partner through an assignor's grant authorized by the agreement or the consent of all other partners. Section 10-101(c) defines consent as a writing. Section 10-301(b)(2) requires exercise of the grant and compliance with its conditions; direct acquisition from the partnership has its own route in subsection (b)(1).

What trips people up

Assignment and assignor status are separate. Sections 10-702 and 10-703 do not state that a full assignment itself ends the assignor's partner status. Section 10-703(c) preserves the assignor's specified contribution and return liabilities after the assignee becomes a limited partner; § 10-502 describes the contribution promise.

Admission changes liability. Section 10-703(b) makes an admitted assignee liable for the assignor's make-and-return contribution obligations, but excludes liabilities that were unknown on admission and could not be ascertained from the certificate or partnership agreement.

The admission date may depend on records. Section 10-301(a) uses the later of formation or the time in the agreement; if no agreement time is set, the partnership records reflect admission. Under § 10-706, the agreement may authorize a certificate of partnership interest and rules for its assignment, pledge, or transfer.

Common questions

Can an assignee inspect the records before admission? Section 10-305 gives a limited partner a written-request inspection route; § 10-702 says an assignment alone does not make the assignee a partner.

Is the assignor's private grant always enough to admit the assignee? No. Section 10-703(a)(1) requires authority described in the partnership agreement; subsection (a)(2) offers consent of all other partners instead.

Statutes and sources

• Md. Code, Corps. & Ass'ns § 10-101: “(c) “Consent” means a writing consenting to a specified act or event.” (official section; accessed October 2, 2026).
• Md. Code, Corps. & Ass'ns § 10-301: “(a) A person acquiring a partnership interest is admitted as a limited partner upon the later to occur of: (1) The formation of a limited partnership; or (2) The time provided in a partnership agreement, or if no time is provided in the agreement, then when the person’s admission is reflected in the records of the limited partnership. (b) After the filing of the initial certificate, a person may be admitted as an additional limited partner: (1) In the case of a person acquiring a partnership interest directly from the limited partnership: (i) On compliance with the partnership agreement; or (ii) With the consent of all partners; and (2) In the case of an assignee of a partnership interest of a partner who has the power, under § 10–703 of this title, 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 section; accessed October 2, 2026).
• Md. Code, Corps. & Ass'ns § 10-305: “(a) Each limited partner may inspect and copy, in person or by agent, on written request from time to time upon reasonable demand: (1) True and full information regarding the state of the business and financial condition of the limited partnership; (2) A copy of the partnership agreement and certificate of limited partnership and all amendments to the agreement or certificate; and (3) Other information regarding the affairs of the limited partnership as is just and reasonable for any purpose reasonably related to the limited partner’s interest as a limited partner.” (official section; accessed October 2, 2026).
• Md. Code, Corps. & Ass'ns § 10-502: “(a) (1) Except as provided in the partnership agreement, a limited partner is obligated to the limited partnership to perform any promise set forth in the partnership agreement to contribute cash or property or to perform services, even if he is unable to perform because of death, disability, or any other reason. (2) If a limited partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the partnership agreement) of the stated contribution that has not been made.” (official section; accessed October 2, 2026).
• Md. Code, Corps. & Ass'ns § 10-701: “A partnership interest is personal property.” (official section; accessed October 2, 2026).
• Md. Code, Corps. & Ass'ns § 10-702: “(a) Unless otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part. (b) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become a partner or, unless otherwise provided in the partnership agreement, exercise any rights of a partner. (c) Unless otherwise provided in the partnership agreement, an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled.” (official section; accessed October 2, 2026).
• Md. Code, Corps. & Ass'ns § 10-703: “(a) 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. (b) 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 title. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in Subtitle 5 and Subtitle 6 of this title. However, the 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 certificate or the partnership agreement. (c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under §§ 10–502 and 10–608 of this title.” (official section; accessed October 2, 2026).
• Md. Code, Corps. & Ass'ns § 10-706: “The partnership agreement may provide that a partner’s interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment, pledge, or transfer of any partnership interest represented by the certificate and make other provisions with respect to the certificate.” (official section; accessed October 2, 2026).