Limited partnership structure
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Correct limited-partnership-structure.md transfer-consent language — GP mandatory admission subject to narrow grounds, plus forced-divestiture and takeover-bid mechanisms noted
@@ -10,7 +10,7 @@ short_description: "How the limited partnership legal form implements the direct status: active bcsc_class: public-disclosure-safe language_protocol: PROSE-TOPIC last_edited: 2026-07-15 last_edited: 2026-07-30 editor: woodfine-editorial paired_with: limited-partnership-structure.es.md --- @@ -56,13 +56,20 @@ capped liability protects them from loss beyond their investment. The partnership agreement is the governing instrument of each direct-hold solution. It specifies the rights and obligations of all partners: the capital account structure, the allocation of income and loss among partners, the conditions for distributions, the transfer provisions that allow limited partners to transfer their units without general partner consent, and the governance procedures for material decisions. The transfer provisions of the agreement implement the equity transfer model: limited partners may transfer their units to willing counterparties without requiring general partner approval, subject only to compliance with applicable securities law exemptions. The general partner updates the unit register to record the transfer. provisions that allow limited partners to transfer their units to any eligible counterparty subject to a short, enumerated list of grounds on which the general partner may decline a specific transfer, and the governance procedures for material decisions. The transfer provisions of the agreement implement the [[equity-transfer-model|equity transfer model]]: limited partners may transfer their units to any eligible counterparty, subject only to compliance with applicable securities law exemptions and the eligibility representations each transferee makes. The general partner may decline a specific transfer only where counsel opines it would violate securities or other law, or where the general partner believes those representations are untrue — otherwise it is contractually obligated to admit the transferee, and it updates the unit register to record the transfer. A separate, narrower mechanism can require a holder to divest if their status would create adverse tax consequences for the partnership, and an acquisition crossing 20% of outstanding units triggers a mandatory-offer requirement rather than an ordinary transfer. ## Covenant waiver and amendment mechanics