Yes. Transferring a limited partner's interest to another person requires the consent of all the partners, unless the partnership agreement provides that consent is not required. The rules on the transfer of an ownership interest in an s. r. o. apply mutatis mutandis, so that since 17 August 2026 the agreement must take the form of a notarial deed or of an agreement authorised by a lawyer. The Act does not regulate the transfer of a general partner's interest; their departure and a successor's admission are dealt with by amending the partnership agreement.
A limited partner joins a partnership primarily as an investor, and an investor wants to know how to exit the investment. The Act allows them to transfer their interest, but ties that to the consent of the other partners and, since 17 August 2026, to a stricter form of agreement. The position of a general partner is different: their standing is bound up with personal liability and the management of the partnership, the Act does not regulate the transfer of their interest, and a change of general partner is effected by amending the partnership agreement.
Consent of the partners, or a rule in the agreement
The partnership agreement of a limited partnership names all the partners and the amount of each limited partner’s contribution (Section 94). A change in the person of a limited partner is therefore an intervention in the agreement, and the Act makes it conditional on everyone’s consent, with one exception:
Amendment of the partnership agreement requires the consent of all the partners, unless the Act provides otherwise. The partnership agreement may provide that the transfer of a limited partner’s interest to another person does not require the consent of the other partners. The provisions of Section 115(1) to (5) apply mutatis mutandis.
— Section 97(4) of Act No. 513/1991 Coll. (unofficial English translation)
Anyone who wants to guarantee an investor a free exit must write it into the partnership agreement when the partnership is formed. Anyone who, on the contrary, wants to prevent a stranger entering the partnership will keep the statutory consent of all the partners, or add a right of first refusal or approval of the acquirer.
The form of the agreement since 17 August 2026
The reference to Section 115 extends to the transfer of a limited partner’s interest the rules applying to an s. r. o., including the form introduced on 17 August 2026 by Act No. 29/2026 Coll.:
An agreement on the transfer of an ownership interest must be executed in the form of a notarial deed or in the form of an agreement authorised by a lawyer. An acquirer who is not a member must declare in it that they accede to the memorandum of association and, where adopted, to the articles of association. The transferor is liable as guarantor for payment of the contribution by the acquirer of that interest.
— Section 115(4) of Act No. 513/1991 Coll. (unofficial English translation)
The last sentence matters for a limited partner. If the contribution has not yet been paid up in full, the seller remains liable as guarantor for its payment even though they are no longer a partner. As against the partnership, the transfer takes effect on the day the agreement is delivered to it, unless the agreement specifies a later date, and where consent is required, no earlier than when it was given (Section 115(5)).
When a transfer is not possible
The prohibition on transfer in Section 115(3) also applies mutatis mutandis. An interest may not be transferred while proceedings for the dissolution of the partnership are pending against it, where the partnership has been dissolved by a court or on the basis of a court decision, where the effects of bankruptcy or restructuring apply to it, or where the transferor is listed as an obligor in the register of enforcement authorisations issued. These obstacles should be checked before signing.
The general partner and the death of a limited partner
For a general partner, the Act does not regulate the transfer of an interest. Their departure is a withdrawal from the partnership and the entry of a new general partner is an accession, both by amendment of the partnership agreement (Section 83 in conjunction with Section 93(2)); and where the last general partner leaves, it is also necessary to address who will run the partnership. The position of a limited partner is, by contrast, more stable: neither their death nor the dissolution of a legal entity that is a limited partner is a ground for dissolving the partnership (Section 102(1)).
How to proceed
The rules on a limited partner’s exit are easiest to set when forming a limited partnership. We will prepare and authorise the transfer agreement itself and file the application to register the change in the Commercial Register as part of our authorisation of corporate documents service. Related questions: what a limited partner is liable for and how profit is divided in a limited partnership.
This answer provides general information on the law as at 12 September 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
