Limited Partnership Interest Transfer and Assignee Admission in Massachusetts

At a glance

Requirements one by one

Assignment and distributions

Chapter 109, § 1 defines a partnership interest as the profit-and-loss share and distribution right; § 39 makes it personal property. Section 40 permits assignment in whole or part by default. The assignee receives only the assigned distributions, while assignment alone neither dissolves the partnership nor gives partner powers.

Admission as a limited partner

Section 42(a) permits an assignee, including one of a general partner, to become a limited partner if the assignor grants that right under authority in the partnership agreement or all other partners consent. Section 17(b)(2) requires exercise of the grant and compliance with conditions. Its direct-acquisition rule in § 17(b)(1) is a separate route.

What trips people up

A full assignment normally ends the assignor’s status. Section 40 states that a partner ceases to be a partner after assigning the entire interest unless the agreement provides otherwise. A partial assignment does not trigger that stated result. Section 42(c) preserves the assignor’s liability under the specified provisions after the assignee is admitted.

Admission carries contribution duties. Section 42(b) imposes limited-partner restrictions and liabilities on an admitted assignee, including the assignor’s obligation to make and return contributions, but excludes liabilities unknown to the assignee at admission. Section 28(a) requires a limited partner’s enforceable contribution promise to be signed in writing.

Admission and assignment have different records consequences. Under § 17(a), the limited-partner date is the later of the original certificate filing or the date stated in the partnership records. Section 21 gives inspection and information rights to limited partners, which assignment alone does not confer.

Common questions

Can a general partner’s assignee become a limited partner? Yes. Section 42(a) expressly covers that assignee in its limited-partner admission route.

Does the assignee get management rights before admission? No. Section 40 says assignment does not entitle the assignee to exercise partner rights.

Statutes and sources

• Mass. Gen. Laws ch. 109, § 1: “(9) ''Partnership agreement'', any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. (10) ''Partnership interest'', a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. ” (official section; accessed October 2, 2026).
• Mass. Gen. Laws ch. 109, § 17: “Section 17. (a) A person becomes a limited partner on the later of: (1) the date the original certificate of limited partnership is filed; or (2) the date stated in the records of the limited partnership as the date that person becomes a limited partner. (b) After the filing of a limited partnership's original certificate of limited partnership, 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, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and (2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in section forty-two, 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).
• Mass. Gen. Laws ch. 109, § 21: “Section 21. Each limited partner has the right to: (1) inspect and copy any of the partnership records required to be maintained by section five, and (2) obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.” (official section; accessed October 2, 2026).
• Mass. Gen. Laws ch. 109, § 28: “Section 28. (a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a 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 records required to be kept pursuant to section five, of the stated contribution that has not been made.” (official section; accessed October 2, 2026).
• Mass. Gen. Laws ch. 109, § 39: “Section 39. A partnership interest is personal property.” (official section; accessed October 2, 2026).
• Mass. Gen. Laws ch. 109, § 40: “Section 40. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest shall 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 receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.” (official section; accessed October 2, 2026).
• Mass. Gen. Laws ch. 109, § 42: “Section 42. (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 chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in sections twenty-seven to thirty-eight, inclusive; provided, however, that the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner. (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 sections fourteen and twenty-eight.” (official section; accessed October 2, 2026).