Limited Partnership Interest Transfer and Assignee Admission in Virginia

At a glance

Requirements one by one

Assignment and economic rights

Section 50-73.1 defines the partnership interest as a profit-and-loss share and a right to distributions; § 50-73.44 calls it personal property. Section 50-73.45 permits whole or partial assignment by default and gives the assignee only the assigned distributions. Assignment alone neither dissolves the partnership nor grants partner powers.

Admission as a limited partner

Under § 50-73.47(A), an assignee, including one of a general partner, may become a limited partner if the assignor grants that right under authority described in writing in the partnership agreement, or all other partners consent. Section 50-73.22:1(B)(2) also requires exercise of that power and compliance with any conditions. The separate direct-acquisition route in § 50-73.22:1(B)(1) does not supply the assignee rule.

What trips people up

A complete assignment normally ends the assignor’s partner status. Section 50-73.45 makes that the default when the entire partnership interest is assigned, but lets the agreement provide otherwise. A partial assignment lacks that stated consequence. Section 50-73.47(C) preserves the assignor’s liabilities under the named provisions after the assignee becomes a limited partner.

Admission changes duties, including contribution duties. Section 50-73.47(B) gives the admitted assignee limited-partner restrictions and liabilities and the assignor’s obligation to make and return contributions. Virginia excludes liabilities the assignee did not know of at admission; the text does not add an ascertainability condition. That differs from a transfer of distributions alone under § 50-73.45.

Records matter to the admission date. Section 50-73.22:1(A) sets the limited-partner date at the later of the original certificate’s filing or the date shown in the partnership records. The assignment and admission sections do not prescribe a separate notice trigger. Section 50-73.26 gives routine record and information rights to limited partners, rather than assignees by virtue of assignment.

Common questions

Can a general partner’s assignee become a limited partner? Yes. Section 50-73.47(A) expressly includes that assignee in its limited-partner admission route.

Does the assignee receive partnership management rights while waiting? No. Section 50-73.45 says assignment does not let the assignee exercise partner rights.

Statutes and sources

• Va. Code § 50-73.1: “"Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. "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 section; accessed October 2, 2026).
• Va. Code § 50-73.22:1: “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 initial 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 compliance with the partnership agreement or, if the partnership agreement does not so 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 § 50-73.47, 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 section; accessed October 2, 2026).
• Va. Code § 50-73.26: “Each limited partner has the right, subject to such reasonable standards as set forth in the partnership agreement, to: 1. Inspect and copy any of the partnership records required to be maintained by § 50-73.8; and 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 for each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.” (official section; accessed October 2, 2026).
• Va. Code § 50-73.44: “A partnership interest is personal property.” (official section; accessed October 2, 2026).
• Va. Code § 50-73.45: “Except as provided in the partnership agreement, a partnership interest is assignable in whole or in 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 section; accessed October 2, 2026).
• Va. Code § 50-73.47: “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 writing 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 obligation of his assignor to make and return contributions as provided in Articles 5 (§ 50-73.32 et seq.) and 6 (§ 50-73.36 et seq.) of this chapter. 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 §§ 50-73.18 and 50-73.33.” (official section; accessed October 2, 2026).