Limited Partnership Interest Transfer and Assignee Admission in Missouri

At a glance

Requirements one by one

Assignment and distribution right

Section 359.011(10) defines a partnership interest as the profit-and-loss share and right to distributions; § 359.401 calls it personal property. Section 359.411 allows whole or partial assignment by default and gives the assignee only the assigned distributions. It says assignment alone neither dissolves the limited partnership nor gives partner powers.

Admission

Section 359.431(1) permits an assignee, including a general partner's assignee, to become a limited partner if the assignor grants that right under authority described in the agreement or all other partners consent. Section 359.181(2)(2) requires exercise of that power and compliance with its conditions. Direct acquisition from the partnership uses a separate route in § 359.181(2)(1).

What trips people up

Full assignment ends partner status by default. Section 359.411 makes the assignor cease to be a partner after assigning the entire interest unless the agreement provides otherwise. Section 359.431(3) preserves the assignor's liability to the partnership under the provisions it names, including contribution duties in § 359.291, after the assignee joins.

Admission can carry contribution obligations. Section 359.431(2) puts the admitted assignee under the limited-partner restrictions and liabilities and specifies assignor make-and-return contribution duties, but excludes liabilities unknown at admission. Section 359.291(1) requires a signed writing for an enforceable limited-partner contribution promise.

The records date controls membership timing. Section 359.181(1) uses the later of the original certificate filing date or the date stated in the partnership's records. Sections 359.411 and 359.431 do not prescribe a separate transfer-notice step.

Common questions

Can the assignee inspect records before admission? Assignment alone gives no partner powers under § 359.411; § 359.221 grants inspection rights to limited partners.

Does the assignor's agreement with a buyer always admit the buyer? No. Under § 359.431, the assignor must have admission-grant authority under the partnership agreement or all other partners must consent.

Statutes and sources

• Mo. Rev. Stat. § 359.011: “(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).
• Mo. Rev. Stat. § 359.181: “1. 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. 2. 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 359.431, 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).
• Mo. Rev. Stat. § 359.221: “Each limited partner has the right to: (1) Inspect and copy any of the partnership records required to be maintained by section 359.051; and (2) Obtain from the general partners from time to time upon reasonable demand: (a) True and full information regarding the state of the business and financial condition of the limited partnership; (b) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year; and (c) Other information regarding the affairs of the limited partnership as is just and reasonable.” (official section; accessed October 2, 2026).
• Mo. Rev. Stat. § 359.291: “1. No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in writing signed by the limited partner. 2. 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 359.051) of the stated contribution that has not been made.” (official section; accessed October 2, 2026).
• Mo. Rev. Stat. § 359.401: “A partnership interest is personal property.” (official section; accessed October 2, 2026).
• Mo. Rev. Stat. § 359.411: “Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. 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. 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).
• Mo. Rev. Stat. § 359.431: “1. 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. 2. 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 section 359.391. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner. 3. 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 359.151 and 359.291.” (official section; accessed October 2, 2026).