The rules applying to limited partnerships are similar in many respects to those that apply to informal partnerships (please refer to the related paragraph).
In addition, as regards subjective changes arising from the transfer of a partner’s capital share, a distinction needs to be made between the unlimited partner’s share and that of the limited partner.
If one of the unlimited partners decides to transfer his/her capital share he may undoubtedly do so through a conveyance deed; however, unless otherwise agreed in the Memorandum of Association, the consent of all the other partners will be required, both limited and unlimited partners. In order to transfer a partner’s capital share upon his/her death, also the heirs must given their consent (please refer to informal partnerships and to general partnerships).
In the case of a limited partner wanting to transfer his/her capital share, he may undoubtedly do so through a conveyance deed; however, unless otherwise agreed in the Memorandum of Association, the consent of the other partners will be required (both limited and unlimited partners) accounting for the majority of the share capital. Transferring the share capital following the death of the partner does not require the consent of the other partners.
Clauses may however be introduced that envisage different conditions; also in this case seek the professional advice of your Notary Public, which is especially important for the impact that such clauses may have on succession issues.