Limited Partnership Interest Transfer and Assignee Admission in Texas

At a glance

Requirements one by one

Interest transferred and assignment effect

Section 153.251(a) says a partnership interest is assignable in whole or part unless the partnership agreement provides otherwise. Under § 153.251(b), an assignment alone neither requires winding up nor makes the recipient a partner; it conveys the assigned allocations and distributions. The agreement can change those statutory defaults.

Assignee distributions, information, and management

The recipient's assigned economic items under § 153.251(b)(3) include income, gain, loss, deductions, credits, and distributions. An assignee also has an independent records right under § 153.552(a): with a written demand stating a proper purpose, the assignee may examine appropriate records at a reasonable time. Under § 153.552(c), a written request also secures free copies of the agreement, formation certificate, amendments, and specified tax returns. The agreement may not unreasonably restrict this assignee right (§ 153.004(a)(3)).

Admission as a limited partner

Under § 153.253(a), an assignee of a partnership interest, even one formerly held by a general partner, may become a limited partner as the agreement provides or with all partners' consent. Admission supplies the rights and restrictions of a limited partner to the extent assigned (§ 153.253(b)).

What trips people up

Assignment and removal of a general partner are different steps. Section 153.252(a) keeps the assignor a partner until the assignee becomes one unless the agreement provides otherwise. After a general partner assigns all general-partner rights, a majority in interest of limited partners may vote to end that person's general-partner status under § 153.252(b). If a general partner withdraws, § 153.051(a)(2) requires a certificate amendment within 30 days.

The assignee's records right survives a simple no-vote summary. Section 153.552(d) directs a records demand to the recipient named in the agreement or, without one, a general partner at the principal U.S. office. Section 153.251(b)(2) withholds partner powers from assignment alone, but it does not erase the assignee's separate § 153.552 access right.

Admission does not erase earlier obligations. An admitted assignee takes on the assignor's contribution obligations under § 153.254(b), subject to the section's written-agreement and unknown-liability rules. Section 153.255 separately keeps the assignor liable for its listed obligations even if the assignee becomes a limited partner.

Common questions

Must an assignee inspect records personally? No. Section 153.552(b) permits an agent, accountant, or attorney to examine and copy on the assignee's behalf, subject to the assignee's obligations concerning the records.

Are emails and text messages part of the inspection right? Section 153.552(a) excludes them unless a particular communication effectuates a partnership action or the agreement expressly includes them.

Statutes and sources

• Tex. Bus. Orgs. Code § 153.004: “Sec. 153.004. NONWAIVABLE TITLE 1 PROVISIONS. (a) Except as provided by this section, the following provisions of Title 1 may not be waived or modified in the partnership agreement of a limited partnership: (1) Chapter 1 , if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection; (2) Chapter 2 , other than Section 2.104 (c)(2), 2.104 (c)(3), or 2.113 ; (3) Chapter 3 , other than Subchapters C and E of that chapter and Section 3.151 (provided, that in all events a partnership agreement may not validly waive or modify Section 153.551 or unreasonably restrict a partner's or assignee's rights under Section 153.552 ); or (4) Chapter 4 , 5 , 10 , 11 , or 12 , other than Section 11.058 . (b) A provision listed in Subsection (a) may be waived or modified in the partnership agreement if the provision that is waived or modified authorizes the limited partnership to waive or modify the provision in the limited partnership's governing documents. (c) A provision listed in Subsection (a) may be modified in the partnership agreement if the provision that is modified specifies: (1) the person or group of persons who are entitled to approve a modification; or (2) the vote or other method by which a modification is required to be approved.” (official text; accessed October 2, 2026).
• Tex. Bus. Orgs. Code § 153.051: “Sec. 153.051. REQUIRED AMENDMENT TO CERTIFICATE OF FORMATION. (a) A general partner shall file a certificate of amendment reflecting the occurrence of one or more of the following events not later than the 30th day after the date on which the event occurred: (1) the admission of a new general partner; (2) the withdrawal of a general partner; (3) a change in the name of the limited partnership; or (4) except as provided by Sections 5.202 and 5.203 , a change in: (A) the address of the registered office; or (B) the name or address of the registered agent of the limited partnership. (b) A general partner who becomes aware that a statement in a certificate of formation was false when made or that a matter described in the certificate has changed, making the certificate false in any material respect, shall promptly amend the certificate to make it accurate.” (official text; accessed October 2, 2026).
• Tex. Bus. Orgs. Code § 153.251: “Sec. 153.251. ASSIGNMENT OF PARTNERSHIP INTEREST. (a) Except as otherwise provided by the partnership agreement, a partnership interest is assignable wholly or partly. (b) Except as otherwise provided by the partnership agreement, an assignment of a partnership interest: (1) does not require the winding up of a limited partnership; (2) does not entitle the assignee to become, or to exercise rights or powers of, a partner; and (3) entitles the assignee to be allocated income, gain, loss, deduction, credit, or similar items and to receive distributions to which the assignor was entitled to the extent those items are assigned.” (official text; accessed October 2, 2026).
• Tex. Bus. Orgs. Code § 153.252: “Sec. 153.252. RIGHTS OF ASSIGNOR. (a) Except as otherwise provided by the partnership agreement, until the assignee becomes a partner, the assignor partner continues to be a partner in the limited partnership. The assignor partner may exercise any rights or powers of a partner, except to the extent those rights or powers are assigned. (b) Except as otherwise provided by the partnership agreement, on the assignment by a general partner of all of the general partner's rights as a general partner, the general partner's status as a general partner may be terminated by the affirmative vote of a majority-in-interest of the limited partners.” (official text; accessed October 2, 2026).
• Tex. Bus. Orgs. Code § 153.253: “Sec. 153.253. RIGHTS OF ASSIGNEE. (a) An assignee of a partnership interest, including the partnership interest of a general partner, may become a limited partner if and to the extent that: (1) the partnership agreement provides; or (2) all partners consent. (b) An assignee who becomes a limited partner, to the extent of the rights and powers assigned, has the rights and powers and is subject to the restrictions and liabilities of a limited partner under a partnership agreement and this code.” (official text; accessed October 2, 2026).
• Tex. Bus. Orgs. Code § 153.254: “Sec. 153.254. LIABILITY OF ASSIGNEE. (a) Until an assignee of the partnership interest in a limited partnership becomes a partner, the assignee does not have liability as a partner solely as a result of the assignment. (b) Unless otherwise provided by a written partnership agreement, an assignee who becomes a limited partner: (1) is liable for the obligations of the assignor to make contributions as provided by Sections 153.202-153.204; (2) is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner and that could not be ascertained from a written partnership agreement; and (3) is not liable for the obligations of the assignor under Sections 153. 105, 153.112 , and 153.162 .” (official text; accessed October 2, 2026).
• Tex. Bus. Orgs. Code § 153.255: “Sec. 153.255. LIABILITY OF ASSIGNOR. Regardless of whether an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under Subchapter E and Sections 153.105 , 153.112 , and 153.162 .” (official text; accessed October 2, 2026).
• Tex. Bus. Orgs. Code § 153.552: “Sec. 153.552. EXAMINATION OF RECORDS. (a) Unless otherwise provided by the governing documents of a limited partnership, on written demand stating a proper purpose, a partner or an assignee of a partnership interest in a limited partnership is entitled to examine and copy, at a reasonable time at the partnership's principal office identified under Section 153.551 or other location approved by the partnership and the partner or assignee, any records of the partnership, whether in written or other tangible form, which are reasonably related to and appropriate to examine and copy for that proper purpose. For purposes of this subsection, the records of the limited partnership shall not include e-mails, text messages or similar electronic communications, or information from social media accounts unless the particular e-mail, communication, or social media information effectuates an action by the limited partnership or the partnership agreement expressly states otherwise. (b) The examination and copying under Subsection (a) may be conducted by the partner or assignee or through an agent, accountant, or attorney. An agent, accountant, or attorney who conducts an examination and copying under this section is subject to any obligations of the partner or assignee with respect to the records made available for examination and copying. (c) On written request by a partner or an assignee of a partnership interest, the partnership shall provide to the requesting partner or assignee without charge copies of: (1) the partnership agreement and certificate of formation and all amendments or restatements; and (2) any tax return described by Section 153.551 (a)(2). (d) A demand or request made by a partner or assignee under Subsection (a) or (c) must be made to: (1) the person who is designated to receive the demand or request in the partnership agreement at the address designated in the partnership agreement; or (2) if there is no designation, a general partner at the partnership's principal office in the United States.” (official text; accessed October 2, 2026).