Limited Partnership Interest Transfer and Assignee Admission in South Dakota
At a glance
| Governing law and transfer scope | Uniform Limited Partnership Act; interest includes profits/losses and distributions (§§ 48-7-101(10), -701) |
|---|---|
| Agreement and restrictions | Agreement may alter default assignability and full-transfer effect; can authorize and condition assignor's admission grant (§§ 48-7-702, -704) |
| Interest transferred and effect | Whole/partial interest assignable by default; assignment does not dissolve LP (§ 48-7-702) |
| Transferee rights | Only assigned distributions before admission; no partner rights or limited-partner information right (§§ 48-7-305, -702) |
| Admission and consent | Assignor's agreement-authorized grant with conditions, or consent of all other partners (§§ 48-7-301(b)(2), -704) |
| Transferor status and duties | Full assignment ends partner status by default; assignor's §§ 48-7-207 and -502 liabilities survive assignee admission (§§ 48-7-702, -704) |
| Notice and recognition | Admission takes effect through authorized grant and compliance with conditions, not assignment alone (§§ 48-7-301(b)(2), -704) |
| Admission liabilities and limits | Takes limited-partner restrictions and known assignor contribution/return obligations; unknown liabilities excluded (§ 48-7-704) |
Requirements one by one
Assignment and admission
The partnership interest includes profits, losses, and distributions (§ 48-7-101(9)-(10)) and is personal property (§ 48-7-701). But an assignee before admission receives only the assigned distributions: assignment itself neither dissolves the LP nor grants partner rights (§ 48-7-702). The assignee becomes a limited partner when an agreement-authorized assignor grants that right and its conditions are met, or when all other partners consent (§§ 48-7-301(b)(2), 48-7-704). The assignee of a general partner uses the same limited-partner admission route (§ 48-7-704).
What trips people up
A full assignment ordinarily ends status. Unless the agreement provides otherwise, assigning the entire interest causes the transferor to cease being a partner; a partial assignment does not meet that statutory trigger (§ 48-7-702). Admission of the assignee does not release the assignor from the liabilities named in §§ 48-7-207 and -502 (§ 48-7-704).
Economic rights differ from record access. The statute gives the assignee only distributions (§ 48-7-702), while inspection and information demands belong to a limited partner (§ 48-7-305).
Contribution obligations may follow admission. An admitted assignee takes the assignor's known contribution and return obligations but not liabilities unknown on admission (§ 48-7-704). An enforceable limited-partner contribution promise must be in a signed writing (§ 48-7-502). A wrongfully returned contribution can create liability for six years (§ 48-7-608).
Statutes and sources
- § 48-7-702: An assignment gives “only the distribution to which the assignor would have been entitled,” while a full assignment ordinarily ends assignor status. (official text; accessed October 2, 2026).
- § 48-7-704: An assignee becomes a limited partner through an authorized grant by the assignor or when “All other partners consent”; known contribution/return obligations pass on admission. (official text; accessed October 2, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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