Limited Partnership Interest Transfer and Assignee Admission in Rhode Island

At a glance

Requirements one by one

Transfer and admission

Rhode Island defines a transferable interest as a distribution right (§ 7-13.1-102(28)), which is personal property (§ 7-13.1-701). A whole or partial transfer alone neither dissociates the transferor nor dissolves the partnership. It grants assigned distributions but no ordinary management or information access; a transferee's winding-up accounting begins at dissolution (§ 7-13.1-702(a)-(c)). A person becomes a limited partner under the partnership agreement or by affirmative vote or consent of all partners (§ 7-13.1-301(b)).

Agreement and recognition

The partnership agreement governs partner relations, with the statute filling gaps (§ 7-13.1-105(a)-(b)). A transfer that violates an agreement restriction is ineffective if the intended transferee knew or had notice of the restriction. The partnership need not recognize transferee rights before it knows or has notice of the transfer. The interest may be represented by a certificate transferable by transfer of the certificate, subject to the statutory rules (§ 7-13.1-702(d)-(h)).

What trips people up

A full transfer does not automatically end limited-partner status. The transferor retains other partner rights and duties, but all other partners may vote or consent to expulsion after a full transfer other than a security transfer (§§ 7-13.1-601(b)(4)(ii), 7-13.1-702(d)-(h)). Dissociation does not itself discharge earlier debts or obligations (§ 7-13.1-602(b)).

Older partnerships have a dissociation transition rule. Chapter 7-13.1 generally governs all LPs since January 1, 2024 (§ 7-13.1-112(b)-(c)), but a partnership formed before January 1, 2023 retains its prior limited-partner dissociation rights and consequences unless the partners elect otherwise (§ 7-13.1-112(c)(3)). That qualification affects the expulsion route described above.

Some known obligations follow admission. An admitted transferee takes the transferor's known contribution and improper-distribution obligations under §§ 7-13.1-502 and -505 (§ 7-13.1-702(d)-(h)). Contribution obligations survive personal inability to perform (§ 7-13.1-502(a)); a person who knowingly receives an improper distribution may be liable for the excess (§ 7-13.1-505(b)).

Statutes and sources

• § 7-13.1-702(a)-(h): A transfer “does not by itself cause a person’s dissociation as a partner”; the transferee receives assigned distributions, while the transferor keeps other rights and duties. (official text; accessed October 2, 2026).
• § 7-13.1-301(b): A person becomes a limited partner “As provided in the partnership agreement” or “With the affirmative vote or consent of all the partners.” (official text; accessed October 2, 2026).
• § 7-13.1-112(c)(3): For a pre-2023 LP, absent election, §§ 7-13.1-601 and -602 “do not apply” to limited-partner dissociation. (official text; accessed October 2, 2026).