# Corporations and Associations (GCA)

## Title 10. Limited Partnership Act

### Subtitle 7. Assignment of Partnership Interests

#### Section 10-701

A partnership interest is personal property.

#### Section 10-702

(a) Unless otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part.

(b) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become a partner or, unless otherwise provided in the partnership agreement, exercise any rights of a partner.

(c) Unless otherwise provided in the partnership agreement, an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled.

(d) A partnership agreement may provide that a partnership interest may or shall be transferred or assigned in whole or in part to one or more persons, including on the occurrence of any of the events described in Sec. 10-402 of this title, regardless of whether the persons to whom the interest is transferred or assigned are partners.

#### Section 10-703

(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:

  (1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

  (2) 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 title. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in Subtitle 5 and Subtitle 6 of this title. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the certificate or the partnership agreement.

(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 Sec.Sec. 10-502 and 10-608 of this title.

#### Section 10-704

(a) Unless otherwise provided in the partnership agreement:

  (1) If a general partner who is an individual dies or a court of competent jurisdiction adjudges the individual to be incompetent to manage his person or his property, the partner's executor, personal representative, administrator, guardian, conservator, or other legal representative shall automatically become a limited partner;

  (2) If a general partner is a corporation, estate, trust, partnership, or other entity and is dissolved or terminated, its legal representative or successor shall automatically become a limited partner;

  (3) If a general partner withdraws under Sec. 10-402(3) of this title or permits an act specified in Sec. 10-402(4) of this title, that partner shall automatically become a limited partner.

(b) The allocable share of the profits, losses, and distributions of a general partner who becomes a limited partner under this section is the same as it was prior to the event specified in subsection (a) of this section.

#### Section 10-705

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This title does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.

#### Section 10-706

The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment, pledge, or transfer of any partnership interest represented by the certificate and make other provisions with respect to the certificate.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)