Assignment of Limited Partnership Interest

Assignor (Limited Partner): [Name] · Assignee: [Name] Partnership: [Partnership Name] · Date: [Date]

1. Assignment

Assignor assigns to Assignee all of Assignor's right, title, and interest as a limited partner in [Partnership Name], representing a [%] limited partnership interest, including the right to receive distributions.

2. Consent Required

This assignment is subject to any consent required under the Limited Partnership Agreement, including consent of the General Partner [and/or other limited partners, as required].

3. Assignee's Status

[State whether Assignee becomes a substituted limited partner with full rights (including voting), or merely an economic assignee entitled to distributions but without partnership voting/management rights, per the Limited Partnership Agreement's terms.]

4. Representations

Assignor represents that they hold clear title to the assigned interest, free of any lien or competing claim, except: [List, or "none"].

5. Effective Date

This assignment is effective as of [Date], subject to any required consents being obtained.

Assignor: ______________________ Date: ____________ Assignee: ______________________ Date: ____________ General Partner consent (if required): ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. Most limited partnership agreements distinguish between simply assigning economic rights (distributions) and becoming a full "substituted limited partner" with voting rights — the latter typically requires the general partner's consent, so check the underlying partnership agreement before assuming full rights transfer automatically.*