Limited Partnership Interest Transfer and Assignee Admission in Nebraska

At a glance

Requirements one by one

Assignment and partner status

A Nebraska partnership interest combines profits, losses, and distributions (§ 67-233(11)) and is personal property (§ 67-271). The agreement may change the default of whole or partial assignability. Assignment alone neither dissolves the LP nor admits the assignee. It gives only assigned economic allocations, while the assignor ceases to be a partner only when the whole interest is assigned and the assignee is admitted (§ 67-272(a)-(c)).

Admission and records

The assignee, including one of a general partner, may become a limited partner as the agreement provides or with all other partners’ consent (§ 67-274(a)-(c)). Under the default consent route, admission also must be reflected in the LP records. A direct acquisition from the LP instead follows the agreement or written consent of all partners plus record entry (§ 67-249(b)). A written agreement can make specified acts or record requests effective despite a missing assignee signature (§ 67-237.01).

What trips people up

A certificate is optional agreement machinery. The agreement may authorize a certificate of interest and its transfer (§ 67-272(b)); the assignment and admission sections do not make a public certificate filing the route to admission.

Liabilities split at admission. An assignee has no partner liability merely because of assignment, subject to agreement terms (§ 67-272(c)). On admission, the assignee takes known, agreement-ascertainable contribution obligations but not the assignor’s improper-distribution liability (§ 67-274(b)). A limited partner’s contribution promise requires a signed writing (§ 67-260(d)); § 67-270(a) addresses knowing receipt of an unlawful distribution. The assignor remains liable for contributions absent contrary agreement (§ 67-274(c)).

Statutes and sources

• § 67-272(a)-(c): “an assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner”; “a partner ceases to be a partner ... upon assignment of all his or her partnership interest and the admission of the assignee to the partnership.” (official text; accessed October 2, 2026).
• § 67-274(a)-(c): “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 partnership agreement so provides or (2) all other partners consent”; an admitted assignee takes contribution obligations “but is not liable for the obligations of his or her assignor under section 67-270.” (official text; accessed October 2, 2026).