s.32Transfer of partnership interests
32
Section 32Part 1 — Exempted Limited Partnership Act

Transfer of partnership interests

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A partnership interest is transferable in whole or in part in accordance with the provisions of the partnershi p agreement and this section.
Subject to the partnership agreement, a person may become a partner of an exempted limited partnership either by executing and delivering the partnership agreement or any supplement thereto or counterpart thereof together with the general partner, by acceding to the partnership agreement in accordance with its terms or upon the transfer of all or part of a partnership interest in accordance with this section, each of which is for this section referred to as an “ admission ”, and in each case without the consent of the limited partners.
Where the requirements for or conditions to an admission contained in the partnership agreement have been complied with in accordance with their terms or, to the extent permitted by the partnership agreement, waived, any person, however admitted, shall without the requirement for any further actions or formalities, be deemed to have adhered to and agreed to be bound by the terms and conditions of the partnership agreement and shall have the r ights and be subject to the obligations contained in the partnership agreement and this Act as if the person and all existing partners had together duly executed and delivered the partnership agreement.
The provisions of subsection (3) shall apply to e very transfer or purported transfer of a partnership interest in whole or in part and each admission of a person as a partner of an exempted limited partnership prior to, as well as after, the commencement of this Act .
Section 6 of the Property (Miscellaneous Provisions) Act (2022 Revision) shall not apply to partnership interests.
Subject to the partnership agreement, no limited partner may —
transfer; or
grant any security interest in, the whole or any part of that person’s limited partnership interest except with the written consent of the general partner given prior to, or simultaneously with, the transfer or grant. Section 32 Exempted Limited Partnership Act (2025 Rev ision)
Subject to the partnership agreement and this Act , a general partner may transfer or grant a security in terest in the whole or any part of that person’s general partnership interest with the written consent of any other general partner given prior to, or simultaneously with, the transfer or grant.
Subject to the partnership agreement —
the transferee of a general partnership interest or part thereof shall be admitted as a general partner in place of and subject to section 10(2) to the exclusion of, or in addition to, as the case may be, the transferor in respect of the general partnership interest or part thereof transferred but —
the transferee shall not be liable for any obligation of the exempted limited partnership incurred before the transferee is so admitted unless otherwise agreed in writing by the transferor and the transferee; and
the transferor shall remain liable for any obligation of the exempted limited partnership incurred before the transferor ceased to be a general partner unless otherwise agreed in writing by the transferor, the transferee and the person to whom the obligation is owed; and
the transferee of a limited partnership interest or part thereof shall be admitted as a limited partner, wholly or partly, as the case may be, in place of and to the exclusion of the transferor in respect of the limited partnership interes t or part thereof transferred but, unless otherwise agreed in writing by the transferor, the transferee and the general partner, the transferee shall not assume any liability of the transferor pursuant to section 20(1) or section 34(1) and no transfer shal l relieve the transferor of any liability under those subsections.
Written notice of the grant of a security interest over the whole or any part of a limited partnership interest shall be given by the grantor or the grantee to the exempted limited partnership at its registered office.
A notice under subsection (9) is not validly given unless it specifies the agreement pursuant to which the security interest is granted including the date thereof and the parties thereto, the identity of the grantor a nd grantee of the security interest, and the partnership interest or part thereof that is subject to that security interest.
Nothing in this section shall prevent a partner from assigning or otherwise disposing of, whether absolutely or by way of secu rity in any manner permitted by law, any right, debt or other chose in action arising under a partnership agreement but no assignment or other disposition may, subject to the partnership agreement, be made without the consent of the general partner or, in the case of an assignment or disposition by a general partner, the consent of any other general partner given prior to, or simultaneously with, the assignment or disposition.
A partnership agreement may provide that, as against any other partner, any assignment or other disposition by a partner of any right, debt or other chose in action arising under a partnership agreement shall confer economic rights only and for the purposes of this section “ economic rights ” are —
any rights to make and enforce capital calls, to receive the proceeds thereof and to enforce payment of, and receive any sums payable to the partner including the rights on the winding up and dissolution of the exempted limited partnership;
the right to receive a share of profits o f the exempted limited partnership or a share of the property on its winding up and dissolution;
the right to an account for the purpose of ascertaining the amount or share of any of the foregoing; and
any other rights that are expressly stated in the partnership agreement to be assignable.
Any consent of a general partner required by this section may, subject to any express provision of the partnership agreement to the contrary, be withheld in the general partner ’ s sole discretion.
Any no tice of any assignment or other disposition referred to in subsection (11) that may be required or permitted to be given to any one or more of the other general partners of an exempted limited partnership shall, notwithstanding any other rule of law or equ ity, be deemed to have been so given if given to the exempted limited partnership.

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