Limited Partnership Interest Transfer and Assignee Admission in New Hampshire
At a glance
| Governing law and transfer scope | New Hampshire Uniform Limited Partnership Act; partnership interest includes profits, losses, and distributions (RSA 304-B:1(X), :61) |
|---|---|
| Agreement and restrictions | Written or oral agreement can change assignment default and authorize an admission grant (RSA 304-B:1(IX), :40, :42(I)) |
| Interest transferred and effect | Whole/partial assignment default; no dissolution or partner powers; full assignment ends assignor status absent contrary agreement (RSA 304-B:40) |
| Transferee rights | Assigned distribution only; assignment does not itself confer partner rights (RSA 304-B:40) |
| Admission and consent | Agreement-authorized assignor grant, subject to its conditions, or all other partners' consent (RSA 304-B:17(II), :42(I)) |
| Transferor status and duties | Full assignment ends status unless agreement changes rule; admission does not release specified certificate and contribution liabilities (RSA 304-B:40, :42(III)) |
| Notice and recognition | Partnership records may specify a later effective date of limited-partner status (RSA 304-B:17(I)) |
| Admission liabilities and limits | Admitted assignee takes assigned limited-partner restrictions and liabilities, including known contribution and return obligations; unknown liabilities excepted (RSA 304-B:42(II)) |
Requirements one by one
Assignment and admission
New Hampshire's Uniform Limited Partnership Act (§ 304-B:61) permits an agreement to be written or oral, and its partnership-interest definition includes profits, losses, and distributions (§ 304-B:1(IX)-(X)). The interest is personal property (§ 304-B:39). But an assignment passes only the assigned distribution, without dissolving the LP or itself conferring partner rights (§ 304-B:40). An assignee, including one of a general partner, can become a limited partner through an agreement-authorized grant by the assignor or consent of all other partners (§ 304-B:42(I)-(III)). The grant must meet its conditions; a direct buyer from the LP instead follows the agreement or written consent of all partners (§ 304-B:17(I)-(II)).
What trips people up
Full assignment ends the assignor's partner status by default. The agreement can change that outcome (§ 304-B:40). Admission of the assignee does not release the assignor from the certificate-statement and contribution liabilities named in § 304-B:42(I)-(III).
Admission can carry contribution exposure. An admitted assignee takes assigned limited-partner restrictions and liabilities, including known assignor obligations to make and return contributions. Unknown liabilities at admission do not pass (§ 304-B:42(I)-(III)). A limited partner's contribution promise must be in a signed writing (§ 304-B:28(I)).
Records can affect timing. A later date stated in partnership records can determine when someone becomes a limited partner (§ 304-B:17(I)-(II)).
Statutes and sources
- § 304-B:40: “An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled”; a full assignment ends partner status unless the agreement provides otherwise. (official text; accessed October 2, 2026).
- § 304-B:42(I)-(III): An assignee may become a limited partner when “the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (b) all other partners consent.” (official text; accessed October 2, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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