Limited Partnership Interest Transfer and Assignee Admission in West Virginia

At a glance

Requirements one by one

Assignment and admission

West Virginia's Uniform Limited Partnership Act governs a domestic LP (§ 47-9-61; § 47-9-1(9)). Its interest definition includes profits, losses, and distributions (§ 47-9-1(11)-(12)); the interest is personal property (§ 47-9-39). Yet assignment passes only the assigned distribution, without dissolving the LP or conferring partner powers (§ 47-9-40). An assignee, including one of a general partner, can become a limited partner through the assignor's agreement-authorized grant or all other partners' consent (§ 47-9-42(a)-(c)). The LP records state the later admission date; a direct buyer from the LP follows a separate agreement or written all-partner-consent route (§ 47-9-17(a)-(b)).

What trips people up

Full assignment changes the assignor's status. Unless the agreement provides otherwise, assigning the entire interest ends partner status (§ 47-9-40). Admission of the assignee does not release the assignor's liability under the certificate-statement and contribution provisions named in § 47-9-42(a)-(c).

Admission can carry contribution exposure. An admitted assignee takes the assigned limited-partner restrictions and liabilities, and the assignor's known obligations to make and return contributions; unknown liabilities at admission do not pass (§ 47-9-42(a)-(c)). A limited partner's contribution promise must be in a signed writing (§ 47-9-28(a)).

The certificate needs a timely update. An amendment reflecting admission of a new partner or withdrawal of a partner is due within thirty days after that event (§ 47-9-9(b)).

Statutes and sources

• § 47-9-40: “An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled”; a full assignment ends partner status unless the agreement provides otherwise. (official text; accessed October 2, 2026).
• § 47-9-42(a)-(c): The assignee may be admitted when “the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (2) all other partners consent.” (official text; accessed October 2, 2026).
• § 47-9-9(b): “Within thirty days” an amendment reflecting admission or withdrawal “shall be filed.” (official text; accessed October 2, 2026).