Limited Partnership Interest Transfer and Assignee Admission in Wyoming

At a glance

Requirements one by one

Assignment and admission

The partnership interest includes a partner’s profit-and-loss share and right to distributions (§ 17-14-202(a)(x)); it is personal property (§ 17-14-801). An assignment can cover all or part of it, but gives the assignee only assigned distributions. It does not itself admit the assignee, confer partner rights, or dissolve the partnership (§ 17-14-802). The records inspection right belongs to partners (§ 17-14-206(b)).

The assignor may grant admission as a limited partner only under authority in the agreement, or all other partners may consent (§ 17-14-804(a)). A person taking an interest directly from the partnership follows the separate agreement-or-all-partners-written-consent rule (§ 17-14-401(c)). For later admission, the partnership records specify the time (§ 17-14-401(a)). The filed certificate gives notice of general-partner identity, but of no other fact (§ 17-14-308).

What trips people up

A full assignment can affect general-partner succession. Unless the agreement provides otherwise, a partner ceases to be a partner after assigning the entire interest (§ 17-14-802). For a general partner, loss of membership is a withdrawal event unless all partners specifically consent in writing at the time (§ 17-14-502(a)(ii)). If the last general partner withdraws, the limited partners have 90 days to admit or appoint another; the statute also permits a vote to dissolve within that period (§ 17-14-901(a)(vi)-(vii)).

Certificate timing has a small-partnership exception. A general-partner withdrawal ordinarily calls for a certificate amendment within 30 days. If the partnership has at most ten partners, all natural persons, the statute permits one annual amendment filed by January 31 of the following year (§ 17-14-302(b),(f)).

Admission does not discharge old obligations. An admitted assignee takes limited-partner rights and restrictions plus known assignor duties to make or return contributions; unknown liabilities at admission are excluded (§ 17-14-804(b)). A limited partner’s contribution promise needs a signed writing (§ 17-14-602(a)). The assignor remains liable for false-certificate claims (§ 17-14-307) and contribution duties (§ 17-14-804(c)).

Common questions

Can the agreement limit a transfer?

Yes. The default whole-or-part assignability and the rule ending status after a full assignment both yield to the partnership agreement (§ 17-14-802).

Does a general partner’s assignee automatically become a general partner?

No. The transfer section does not itself confer partner status, and the assignee admission provision addresses becoming a limited partner (§§ 17-14-802, -804(a)).

Statutes and sources

• § 17-14-802: An assignment gives “only the distribution to which the assignor would be entitled”; a full assignment ends partner status by default. (official text; accessed October 2, 2026).
• § 17-14-804: The assignee admission routes and known-liability boundary appear in the current Title 17 statute. (official text; accessed October 2, 2026).
• §§ 17-14-502, -901: Last-general-partner withdrawal has a separate 90-day succession rule. (official text; accessed October 2, 2026).