Limited Partnership Interest Transfer and Assignee Admission in Washington

At a glance

Requirements one by one

The interest transferred

Section 25.10.011(23) defines the transferable interest as the partner’s right to distributions. Section 25.10.546 calls it the only transferable partner interest. Under § 25.10.551(1), a full or partial transfer alone does not dissociate the partner or start winding up. The transferee receives the transferred distributions and the net amount otherwise distributable on winding up; § 25.10.551(3) permits a transaction account only from the dissolution date.

Admission as a limited partner

Section 25.10.301 permits a person to become a limited partner under the partnership agreement or with all partners’ consent. It also has a separate conversion or merger route outside an ordinary assignment. Transfer of the distribution right does not itself confer partner management or routine information access under § 25.10.551(1)(c).

What trips people up

The transferor retains status and duties. Section 25.10.551(4) preserves partner rights other than the transferred distributions and all partner duties. After a full transfer other than a security transfer, § 25.10.511(2)(d)(ii) permits limited-partner expulsion by unanimous consent of the other partners. Section 25.10.521(4)(b) extends a similar route to a general partner after transfer of all or substantially all of that interest.

Notice has two different roles. Under § 25.10.551(5), the partnership need not give the transferee’s rights effect until it has notice of the transfer. Under subsection (6), an agreement-restricted transfer is ineffective as to a person who had notice of the restriction when the transfer occurred. Section 25.10.081(1) makes the agreement the general rule for partner relations, with chapter defaults where it is silent.

Admission brings obligations. Section 25.10.551(7) imposes the transferor’s obligations under §§ 25.10.466 and 25.10.501 on a transferee who becomes a partner, while excluding liabilities unknown to that transferee at admission. Section 25.10.466 describes the partner’s contribution obligation. A distribution right alone is separate from those partner duties.

Common questions

Does a transferee get an accounting before dissolution? Section 25.10.551(3) gives an account only in dissolution and winding up, covering transactions from the dissolution date.

Does a pledge automatically end partner status? No. The full-transfer expulsion grounds in §§ 25.10.511(2)(d)(ii) and 25.10.521(4)(b) exclude a transfer for security purposes.

Statutes and sources

• Wash. Rev. Code § 25.10.011: “(23) "Transferable interest" means a partner's right to receive distributions. (24) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.” (official section; accessed October 2, 2026).
• Wash. Rev. Code § 25.10.081: “(1) Except as otherwise provided in subsection (2) of this section, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.” (official section; accessed October 2, 2026).
• Wash. Rev. Code § 25.10.301: “A person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a conversion or merger under article 11 of this chapter; or (3) With the consent of all the partners.” (official section; accessed October 2, 2026).
• Wash. Rev. Code § 25.10.466: “(1) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally. (2) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution that has not been made.” (official section; accessed October 2, 2026).
• Wash. Rev. Code § 25.10.501: “(2) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of RCW 25.10.496 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under RCW 25.10.496.” (official section; accessed October 2, 2026).
• Wash. Rev. Code § 25.10.511: “(2) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (a) The limited partnership's having notice of the person's express will to withdraw as a limited partner or on a later date specified by the person; (b) An event agreed to in the partnership agreement as causing the person's dissociation as a limited partner; (c) The person's expulsion as a limited partner pursuant to the partnership agreement; (d) The person's expulsion as a limited partner by the unanimous consent of the other partners if: (i) It is unlawful to carry on the limited partnership's activities with the person as a limited partner; (ii) There has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, that has not been foreclosed;” (official section; accessed October 2, 2026).
• Wash. Rev. Code § 25.10.521: “A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) The limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person; (2) An event agreed to in the partnership agreement as causing the person's dissociation as a general partner; (3) The person's expulsion as a general partner pursuant to the partnership agreement; (4) The person's expulsion as a general partner by the unanimous consent of the other partners if: (a) It is unlawful to carry on the limited partnership's activities with the person as a general partner; (b) There has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, that has not been foreclosed;” (official section; accessed October 2, 2026).
• Wash. Rev. Code § 25.10.546: “The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property. A partner has no interest in specific partnership property.” (official section; accessed October 2, 2026).
• Wash. Rev. Code § 25.10.551: “(1) A transfer, in whole or in part, of a partner's transferable interest: (a) Is permissible; (b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and (c) Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (3) of this section, or to inspect or copy the required information or the limited partnership's other records. (2) A transferee has a right to receive, in accordance with the transfer: (a) Distributions to which the transferor would otherwise be entitled; and (b) Upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor. (3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution. (4) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner. (5) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer. (6) A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under RCW 25.10.466 and 25.10.501. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.” (official section; accessed October 2, 2026).