Limited Partnership Interest Transfer and Assignee Admission in Oklahoma

At a glance

Requirements one by one

Transfer and the rights received

The statute defines a transferable interest as the partner's distribution right (§ 500-102A(22)) and calls it personal property (§ 500-701A). Under § 500-702A(b), the recipient receives the assigned distributions and the amount otherwise payable to the transferor on winding up. An ordinary transfer does not give the recipient management or routine inspection rights. An accounting is available in winding up only for transactions from the dissolution date (§ 500-702A(a)(3), (c)).

Admission and partner status

Section 500-301A allows a person to become a limited partner as the agreement provides or with all partners' consent. An economic assignment alone leaves the transferor's other partner rights and duties in place (§ 500-702A(a), (d)). For example, assigning all future distributions does not itself remove the transferor as a limited partner. After a full transfer other than one for security, § 500-601A(b)(4)(B) separately allows unanimous expulsion by the other partners.

What trips people up

An agreement restriction has a specific notice rule: under § 500-702A(f), a prohibited transfer is ineffective as to a person who knew of the restriction when the transfer occurred. The partnership need not recognize the transferee's rights until it has notice of the transfer (§ 500-702A(e)).

Admission can also bring old obligations with it. Section 500-702A(g) attaches the transferor's contribution and improper-distribution obligations to a transferee who becomes a partner, but excepts liabilities unknown at admission; §§ 500-502A and 500-509A describe those obligations.

Common questions

Does a general partner's economic assignment automatically dissolve the partnership? No. Section 500-702A(a) applies to a partner's transferable interest and says a whole or partial transfer alone does not start dissolution and winding up.

Does pledging the whole interest allow expulsion under the full-transfer rule? Section 500-601A(b)(4)(B) expressly excludes a transfer for security purposes from that ground for unanimous expulsion.

Statutes and sources

• 54 O.S. § 500-102A(12), (21)–(23): “"Partner" means a limited partner or general partner.” Official section, accessed October 2, 2026.
• 54 O.S. § 500-110A(a): “the partnership agreement governs relations among the partners and between the partners and the partnership.” Official section, accessed October 2, 2026.
• 54 O.S. § 500-301A: “A person becomes a limited partner: (1) as provided in the partnership agreement; (2) as the result of a conversion or merger under Article 11 of this act; or (3) with the consent of all the partners.” Official section, accessed October 2, 2026.
• 54 O.S. § 500-502A(a), (c): “The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of the Uniform Limited Partnership Act of 2010 may be compromised only by consent of all partners.” Official section, accessed October 2, 2026.
• 54 O.S. § 500-509A(b): “A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of Section 50 of this act is personally liable to the limited partnership” for the statutory excess. Official section, accessed October 2, 2026.
• 54 O.S. § 500-601A: The statute names “expulsion as a limited partner by the unanimous consent of the other partners” after a full transfer, “other than a transfer for security purposes.” Official section, accessed October 2, 2026.
• 54 O.S. § 500-701A: “A transferable interest is personal property.” Official section, accessed October 2, 2026.
• 54 O.S. § 500-702A: The partnership need not give effect to transferee rights “until the limited partnership has notice of the transfer.” Official section, accessed October 2, 2026.