Limited Partnership Interest Transfer and Assignee Admission in Montana

At a glance

Requirements one by one

Transfer and admission

Montana's Uniform Limited Partnership Act (§ 35-12-501) defines the transferable interest as the distribution right (§ 35-12-504(22)); only that interest transfers, and it is personal property (§ 35-12-1106). A whole or partial transfer is permitted without itself dissociating the partner or dissolving the LP, and it gives no ordinary management or records access (§ 35-12-1107(1); § 35-12-1107(1)(a)-(c)). It gives distributions and the net winding-up amount otherwise payable to the transferor; dissolution accounting starts on the dissolution date (§ 35-12-1107(2)-(3)). Admission as a limited partner follows the agreement or all partners' consent (§ 35-12-701(1), (3); § 35-12-701(3)).

Agreement and recognition

The agreement governs partner relations and the statute fills gaps (§ 35-12-515(1)). A transferee with notice of an agreement restriction cannot rely on a transfer that violates it. The LP need not give effect to transferee rights until it has notice of the transfer (§ 35-12-1107(4)-(7)).

What trips people up

Full transfer does not itself end partner status. The transferor retains other partner rights and duties (§ 35-12-1107(4)-(7)). A full transfer, except one for security, permits expulsion of a limited partner by unanimous consent of the other partners (§ 35-12-1016(2)(d); § 35-12-1016(2)(d)(ii)). Dissociation itself does not discharge earlier obligations (§ 35-12-1017(2)).

Known obligations can follow admission. An admitted transferee takes known transferor obligations under the contribution and improper-distribution sections; unknown liabilities at admission do not pass (§ 35-12-1107(4)-(7)). Those sections address contribution promises (§ 35-12-902(1)) and knowing receipt of an improper distribution (§ 35-12-1011(2)).

Statutes and sources

• § 35-12-1107(1)-(7): A transfer “does not by itself cause the partner's dissociation”; the transferee receives “distributions to which the transferor would otherwise be entitled,” while the transferor keeps other partner rights and duties. (official text; accessed October 2, 2026).
• § 35-12-701(1), (3): Limited-partner admission occurs “as provided in the partnership agreement” or “with the consent of all the partners.” (official text; accessed October 2, 2026).
• § 35-12-1016(2)(d)(ii): Full transfer can support expulsion by “the unanimous consent of the other partners,” excluding a security transfer. (official text; accessed October 2, 2026).