Limited Partnership Interest Transfer and Assignee Admission in South Carolina

At a glance

Requirements one by one

Interest and assignment

Section 33-42-20(10) defines a partnership interest as a profit-and-loss share and right to distributions; § 33-42-1210 calls it personal property. Section 33-42-1220 permits whole or partial assignment by default. The assignee receives only assigned distributions; assignment alone does not dissolve the partnership or confer partner powers.

Admission

Under § 33-42-1240(a), an assignee, including a general partner's assignee, may become a limited partner through a grant by the assignor under authority in the partnership agreement or consent of all other partners. Section 33-42-410(b)(2) requires exercise of the grant and compliance with its conditions. Its direct-acquisition rule in subsection (b)(1) is a separate route.

What trips people up

Full assignment ends partner status by default. Section 33-42-1220 says a partner ceases to be a partner after assigning the entire interest unless the agreement provides otherwise. Section 33-42-1240(c) preserves specified assignor liabilities after the assignee joins.

Admission can bring contribution obligations. Section 33-42-1240(b) places the admitted assignee under limited-partner restrictions and liabilities, including the assignor's make-and-return contribution duties, but excludes liabilities unknown at admission. Section 33-42-820 addresses enforceable contribution promises.

Membership timing depends on records. Section 33-42-410(a) uses the later of original certificate filing or the date stated in partnership records. Sections 33-42-1220 and 33-42-1240 specify no separate transfer-notice step.

Common questions

Can an assignee inspect records before joining? Section 33-42-450 gives information rights to limited partners; § 33-42-1220 says assignment alone does not give partner rights.

Can the assignor admit the assignee without consent? Only when the partnership agreement grants the assignor that authority under § 33-42-1240(a).

Statutes and sources

• S.C. Code Ann. § 33-42-20: “(10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.” (official chapter; accessed October 2, 2026).
• S.C. Code Ann. § 33-42-410: “(a) A person becomes a limited partner on the later of: (1) the date the original certificate of limited partnership is filed; or (2) the date stated in the records of the limited partnership as the date that person becomes a limited partner. (b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner: (1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not provide, upon the written consent of all partners; and (2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in SECTION 33-42-1240, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.” (official chapter; accessed October 2, 2026).
• S.C. Code Ann. § 33-42-450: “Each limited partner has the right to: (1) inspect and copy any of the partnership records required to be maintained by SECTION 33-42-60; (2) obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly, after becoming available, a copy of the limited partnership's federal, state, and local income tax returns from each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.” (official chapter; accessed October 2, 2026).
• S.C. Code Ann. § 33-42-820: “(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the partnership records required to be kept pursuant to SECTION 33-42-60) of the stated contribution that has not been made.” (official chapter; accessed October 2, 2026).
• S.C. Code Ann. § 33-42-1210: “A partnership interest is personal property.” (official chapter; accessed October 2, 2026).
• S.C. Code Ann. § 33-42-1220: “Except as provided in the partnership agreement, a partnership interest is assignable in whole or 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 his partnership interest.” (official chapter; accessed October 2, 2026).
• S.C. Code Ann. § 33-42-1240: “(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (i) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (ii) all other partners consent. (b) 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 his assignor to make and return contributions as provided in Articles 5 and 6. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner. (c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under SECTION 33-42-270 and SECTION 33-42-820.” (official chapter; accessed October 2, 2026).