Limited Partnership Interest Transfer and Assignee Admission in Mississippi

At a glance

Requirements one by one

Transferred interest and admission

The transferable interest is the right to distributions (§ 79-14-102(25)); it is personal property (§ 79-14-701). A full or partial transfer is permissible and does not itself dissociate the partner or wind up the LP (§ 79-14-702(a)-(h)). The agreement governs partner relations unless the act supplies a rule (§ 79-14-105(a)-(b)). After formation, a person becomes a limited partner under the agreement or with all partners’ affirmative vote or consent (§ 79-14-301(b)).

Transferee rights and recognition

The transferee receives distributions covered by the transfer. Transfer alone gives no management or ordinary information right; in winding up, the transferee may obtain an account only from the dissolution date (§ 79-14-702(a)-(c)). The LP need not recognize the rights before it knows or has notice of the transfer. An interest may be evidenced by a certificate that can itself be transferred, subject to § 79-14-702(d)-(e).

What trips people up

A restriction depends on notice. An agreement-restricted transfer is ineffective if the intended transferee knew or had notice of the restriction at transfer (§ 79-14-702(f)).

Transferor duties persist. The transferring partner retains other partner rights and all duties (§ 79-14-702(g)). A full transfer can support expulsion by all other partners, with a security-transfer exception (§ 79-14-601(b)(4)(B)). For an LP formed before July 1, 2015, § 79-14-112(b)-(c) preserves prior limited-partner dissociation rules unless partners elect otherwise.

Admission can carry old obligations. A transferee who becomes a partner with respect to the interest takes the transferor’s obligations under §§ 79-14-502 and -505 that were known on admission (§ 79-14-702(h)). Compromising a contribution obligation requires all partners’ vote or consent (§ 79-14-502(c)); a person who knowingly receives an improper distribution is liable for the excess (§ 79-14-505(b)).

Statutes and sources

The official 2015 SB 2310 final act, accessed October 2, 2026, states:

• § 79-14-301(b): “After formation, a person becomes a limited partner: (1) As provided in the partnership agreement; ... (3) With the affirmative vote or consent of all the partners.”
• § 79-14-702(a), (b), (e): “A transfer, in whole or in part, of a transferable interest: (1) Is permissible; (2) Does not by itself cause a partner's dissociation or a dissolution and winding up of the limited partnership's activities and affairs”; “A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled”; “A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.”
• § 79-14-702(h): “the transferee is liable for the transferor's obligations under Sections 79-14-502 and 79-14-505 known to the transferee when the transferee becomes a partner.”
• § 79-14-112(c)(3): “Sections 79-14-601 and 79-14-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 1, 2015.”