Limited Partnership Interest Transfer and Assignee Admission in Michigan

At a glance

Requirements one by one

Assignment and assignee rights

Section 449.1101(11) defines the partnership interest as a share of profits and losses and the right to distributions. Section 449.1702 permits a whole or partial assignment by default, but gives the assignee only assigned distributions. It does not make the assignee a partner or dissolve the partnership. Section 449.1305 reserves inspection and information rights for limited partners.

Admission and the certificate

Under § 449.1704(a), an assignee, including an assignee of a general partner, may become a limited partner if the assignor grants that right under authority stated in the certificate of limited partnership, or all other partners consent. Section 449.1301(a)(2) requires exercise of the power and compliance with any conditions. Its subsection (b) adds a decisive step: the person becomes a limited partner only upon amendment of the certificate reflecting admission.

What trips people up

The filing is part of admission. Section 449.1202(a) requires a filed certificate of amendment; subsection (b)(2) requires an amendment reflecting a new partner within 60 days after the event. Section 449.1208 gives notice through the filed certificate that the persons designated as limited partners hold that status. Do not treat consent alone as the effective admission.

The document controlling assignment differs from the one granting admission power. Section 449.1702 lets the partnership agreement change the default assignment rule, while § 449.1704(a) looks to the certificate for the assignor’s authority to grant assignee admission. Section 449.1301(a)(1) supplies a separate route for someone acquiring an interest directly from the partnership.

Obligations are not erased by admission. Under § 449.1704(b), an admitted assignee takes limited-partner restrictions and liabilities, including the assignor’s make-and-return-contribution duties, except liabilities unknown at admission and unascertainable from the certificate. Subsection (c) leaves the assignor liable under the named provisions. Section 449.1502(a) describes the limited partner’s enforceable contribution promise. Section 449.1603 sets a separate certificate-and-agreement route for limited-partner withdrawal; § 449.1702 does not itself prescribe status termination on assignment.

Common questions

Does a general partner’s assignee become a general partner? Section 449.1704(a) expressly offers a route for that assignee to become a limited partner; assignment alone confers no partner rights under § 449.1702.

Does the assignee get routine records access before admission? No. Section 449.1305 grants inspection and information rights to a limited partner, and § 449.1702 does not give the assignee that status.

Statutes and sources

• Mich. Comp. Laws § 449.1101: “(11) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.” (official act; accessed October 2, 2026).
• Mich. Comp. Laws § 449.1202: “Sec. 202. (a) A certificate of limited partnership is amended by filing a certificate of amendment to the certificate of limited partnership in the office of the administrator. The certificate of amendment shall set forth all of the following: (1) The name of the limited partnership. (2) The date of filing of its original certificate of limited partnership. (3) The amendment or amendments to the certificate of limited partnership. (b) Within 60 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed: (1) A change in the amount or character of the contribution of any limited partner, or in any limited partner's obligation to make a contribution. (2) The admission of a new partner. (3) The withdrawal of a partner. (4) The continuation of the business under section 801 after an event of withdrawal of a general partner.” (official act; accessed October 2, 2026).
• Mich. Comp. Laws § 449.1208: “Sec. 208. The fact that a certificate of limited partnership is on file in the office of the administrator is notice that the partnership is a limited partnership and the persons designated therein as limited partners are limited partners, and is notice of the matters included therein that are specified in section 201(a)(1) to (12) or that are included therein pursuant to any other section of this act, but it is not notice of any other fact.” (official act; accessed October 2, 2026).
• Mich. Comp. Laws § 449.1301: “Sec. 301. (a) 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 the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners. (2) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 704, 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. (b) In each case under subsection (a), the person acquiring the partnership interest becomes a limited partner only upon amendment of the certificate of limited partnership reflecting that fact.” (official act; accessed October 2, 2026).
• Mich. Comp. Laws § 449.1305: “Sec. 305. Each limited partner has the right to: (1) Inspect and copy or have his or her designated representative inspect and copy any of the partnership records required to be maintained by section 106. (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 act; accessed October 2, 2026).
• Mich. Comp. Laws § 449.1502: “Sec. 502. (a) Except as provided in the certificate of limited partnership, a limited partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if the limited partner is unable to perform because of death, disability, or any other reason. If a limited partner does not make the required contribution of property or services, the limited partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the certificate of limited partnership, of the stated contribution that has not been made, in addition to any other rights that the limited partnership may have against such limited partner under the partnership agreement or applicable law.” (official act; accessed October 2, 2026).
• Mich. Comp. Laws § 449.1603: “Sec. 603. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the certificate of limited partnership, but not before, and in accordance with the partnership agreement.” (official act; accessed October 2, 2026).
• Mich. Comp. Laws § 449.1701: “Sec. 701. A partnership interest is personal property.” (official act; accessed October 2, 2026).
• Mich. Comp. Laws § 449.1702: “Sec. 702. Except as provided in the partnership agreement: (i) a partnership interest is assignable in whole or in part; (ii) 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; (iii) an assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled.” (official act; accessed October 2, 2026).
• Mich. Comp. Laws § 449.1704: “Sec. 704. (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 certificate of limited partnership, 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 act. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in article 6. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner and which could not be ascertained from the certificate of limited partnership. (c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under sections 207 and 502.” (official act; accessed October 2, 2026).