Limited Partnership Interest Transfer and Assignee Admission in Nevada

At a glance

Requirements one by one

Governing act and the interest transferred

Sections 87A.145 and 88.317 set Nevada’s two-track coverage: Chapter 87A applies to a partnership formed on or after October 1, 2007 unless it elects Chapter 88, and to an older partnership electing Chapter 87A. Chapter 88 continues for older partnerships that have not switched. Under § 87A.135, the transferable interest is the right to receive distributions; § 87A.470 makes it the partner’s only transferable interest.

Transferee rights and admission under Chapter 87A

Section 87A.475(1) permits transfer of all or part of the transferable interest without itself withdrawing the partner or winding up the LP. The transferee receives the assigned distributions and, in winding up, the net amount otherwise distributable to the transferor (§ 87A.475(2)); subsection (3) permits an account of transactions only from the dissolution date. Transfer alone does not confer management or ordinary records rights. A person becomes a limited partner under the agreement or with all partners’ consent (§ 87A.320).

What trips people up

The transferor’s status depends on the governing act. Section 87A.475(4) keeps the transferor’s other partner rights and duties. After a complete transfer, § 87A.435(2)(d)(2) permits the other partners to expel a limited partner unanimously, with stated security-transfer and uncompleted-charging-order exceptions. Under Chapter 88, § 88.530 instead ends the assignor’s partner status after assignment of the entire partnership interest unless the agreement provides otherwise.

Chapter 88 uses a different admission route. Under § 88.540(1), the assignor may give the assignee the right to become a limited partner if authorized by the agreement; alternatively, all other partners may consent. That differs from Chapter 87A’s all-partner consent route in § 87A.320.

Restrictions, notice, and liabilities need separate checks. Chapter 87A’s agreement governs partner relations (§ 87A.190(1)). Under § 87A.475(6), a restricted transfer is ineffective against a person who had notice of the restriction at transfer; subsection (5) lets the partnership wait to recognize transferee rights until notice of the transfer. An admitted transferee takes the transferor’s specified contribution and improper-distribution obligations, except liabilities unknown at admission (§§ 87A.475(7), 87A.395, 87A.430). Chapter 88 has its own admitted-assignee and continuing-assignor liability rule (§ 88.540(2)–(3)).

Common questions

Can a Chapter 87A transferee inspect records before admission? Section 87A.475(1)(c) withholds ordinary records access. Subsection (3) supplies a narrower account of transactions in dissolution and winding up.

Does an assignment of a general partner’s interest make the recipient a general partner? No. Under § 87A.475(1), transfer alone provides no partner powers; § 88.540(1) speaks only to becoming a limited partner under the Chapter 88 route.

Statutes and sources

• Nev. Rev. Stat. § 87A.135: “NRS 87A.135 “Transferable interest” defined. “Transferable interest” means a partner’s right to receive distributions.” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 87A.145: “NRS 87A.145 Applicability. The provisions of this chapter apply to a limited partnership: 1. Which was formed before, on or after October 1, 2007, and which voluntarily elects to be governed by the provisions of this chapter; or 2. Which is formed on or after October 1, 2007, and which does not voluntarily elect to be governed by the provisions of chapter 88 of NRS.” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 87A.190: “NRS 87A.190 Effect of partnership agreement; nonwaivable provisions. 1. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. ” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 87A.320: “NRS 87A.320 Becoming limited partner. A person becomes a limited partner: 1. As provided in the partnership agreement; 2. As the result of a conversion or merger under chapter 92A of NRS; or 3. With the consent of all the partners.” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 87A.395: “NRS 87A.395 Liability for contribution. 1. A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner’s death, disability or other inability to perform personally. ” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 87A.430: “2. A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of NRS 87A.425 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under NRS 87A.425. ” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 87A.435: “(d) The person’s expulsion as a limited partner by the unanimous consent of the other partners if: (1) It is unlawful to carry on the limited partnership’s activities with the person as a limited partner; (2) There has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed; ” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 87A.470: “NRS 87A.470 Transferable interest of partner. The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 87A.475: “NRS 87A.475 Transfer of transferable interest of partner. 1. A transfer, in whole or in part, of a partner’s transferable interest: (a) Is permissible; (b) Does not by itself cause the partner’s withdrawal or a dissolution and winding up of the limited partnership’s activities; and (c) Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subsection 3, or to inspect or copy the required information or the limited partnership’s other records. 2. A transferee has a right to receive, in accordance with the transfer: (a) Distributions to which the transferor would otherwise be entitled; and (b) Upon the dissolution and winding up of the limited partnership’s activities the net amount otherwise distributable to the transferor. 3. In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution. 4. Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner. 5. A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer. 6. A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. 7. A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under NRS 87A.395 and 87A.430. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 88.317: “NRS 88.317 Applicability. The provisions of this chapter apply to a limited partnership: 1. Which was formed before October 1, 2007, and which does not voluntarily elect to be governed by the provisions of chapter 87A of NRS; or 2. Which is formed on or after October 1, 2007, and which voluntarily elects to be governed by the provisions of this chapter.” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 88.530: “NRS 88.530 Assignments. 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 the partnership interest of the partner.” (official text; accessed October 2, 2026).
• Nev. Rev. Stat. § 88.540: “NRS 88.540 Right of assignee to become limited partner; liability. 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: (a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or (b) 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 the assignor to make and return contributions as provided in NRS 88.490 to 88.525, inclusive. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner. 3. 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 NRS 88.385 and 88.475.” (official text; accessed October 2, 2026).