Limited Partnership Interest Transfer and Assignee Admission in North Dakota

At a glance

Requirements one by one

Transfer and admission

North Dakota defines a transferable interest as the distribution right (§ 45-10.2-02(44)); only that interest transfers, and it is personal property (§ 45-10.2-62). A whole or partial transfer gives assigned distributions and the net winding-up amount otherwise due to the transferor, without itself admitting the transferee or causing dissolution. The transferee gets no ordinary management or records access, and a dissolution accounting starts on the dissolution date (§ 45-10.2-63(1)-(3)). Admission follows the agreement or all partners' consent (§ 45-10.2-31).

Agreement and notice

The agreement governs partner relations and the statute fills gaps (§ 45-10.2-12(1)). A restriction binds a transferee who has notice when the transfer occurs; the LP need not give effect to transferee rights until it has notice of the transfer (§ 45-10.2-63(4)-(7)).

What trips people up

Full transfer does not by itself end status. The transferor keeps other partner rights and duties (§ 45-10.2-63(4)-(7)). A full transfer other than one for security permits expulsion of a limited partner by unanimous consent of the other partners (§ 45-10.2-55(2)(d)(2)). Dissociation does not discharge earlier obligations (§ 45-10.2-56(2)).

Known obligations can follow admission. An admitted transferee takes the transferor's known contribution and improper-distribution obligations; unknown liabilities do not pass (§ 45-10.2-63(4)-(7)). The cited obligations concern contribution promises (§ 45-10.2-47(1)) and knowing receipt of an improper distribution (§ 45-10.2-54(2)).

Statutes and sources

• § 45-10.2-63(1)-(7): A transfer “does not by itself cause the dissociation of a partner”; the transferee gets assigned distributions, and the transferor keeps other partner rights and duties. (official text; accessed October 2, 2026).
• § 45-10.2-31: A person becomes a limited partner “As provided in the partnership agreement” or “With the consent of all of the partners.” (official text; accessed October 2, 2026).
• § 45-10.2-55(2)(d)(2): Full transfer can permit expulsion by “the unanimous consent of the other partners,” apart from a security transfer. (official text; accessed October 2, 2026).