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Assignment Of Limited Partnership Interest Template for England and Wales

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Key Requirements PROMPT example:

Assignment Of Limited Partnership Interest

"I need an Assignment Of Limited Partnership Interest to transfer my 15% stake in a real estate investment partnership to a new investor, with completion scheduled for March 2025 and including specific warranties about existing tenant obligations."

Document background
An Assignment Of Limited Partnership Interest is essential when transferring ownership stakes in limited partnerships under English and Welsh law. This document is commonly used in investment structures, fund reorganizations, or when partners wish to exit their investment. The assignment must comply with the Limited Partnerships Act 1907 and any transfer restrictions in the partnership agreement. It typically includes details of the interest being transferred, consideration paid, warranties, and necessary partner consents. The document is particularly important for maintaining clear ownership records and ensuring proper transfer of both rights and obligations associated with the partnership interest.
Suggested Sections

1. Parties: Identifies assignor, assignee, and partnership entity

2. Background: Context of the assignment and current partnership interest details

3. Definitions: Key terms used throughout the document

4. Assignment: Core terms of the transfer of partnership interest

5. Consideration: Details of payment or value exchange for the assignment

6. Completion: Timing and mechanics of the transfer

Optional Sections

1. Warranties: Assignor's representations about the partnership interest - include when buyer requires specific assurances

2. Tax Provisions: Allocation of tax liabilities and responsibilities - include when tax implications are significant

3. Regulatory Approvals: Requirements for regulatory consent - include for regulated partnerships

Suggested Schedules

1. Schedule 1 - Partnership Agreement: Copy of the existing partnership agreement

2. Schedule 2 - Partnership Interest Details: Specific details of the interest being transferred

3. Schedule 3 - Consent Documents: Required partner consents and approvals

4. Schedule 4 - Transfer Forms: Official forms required for registration of transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
























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Industries

Limited Partnerships Act 1907: Primary legislation governing limited partnerships in England and Wales, setting out fundamental rules for formation, registration, and operation of limited partnerships

Partnership Act 1890: Contains general partnership principles that apply to all partnerships including limited partnerships, covering basic partnership rights and obligations

Law of Property Act 1925: Relevant legislation for the transfer of property rights and interests, including partnership interests

Financial Services and Markets Act 2000: Regulatory framework for partnerships involved in regulated activities, including requirements for authorization and compliance

FCA Regulations: Financial Conduct Authority regulations that may apply if the partnership conducts regulated activities

Contract Law Principles: Common law principles ensuring the assignment is legally binding, including offer, acceptance, consideration, and intention to create legal relations

Capital Gains Tax Rules: Tax implications for the transfer of partnership interests, including potential capital gains tax liability

Stamp Duty Regulations: Tax considerations regarding stamp duty on the transfer of partnership interests

Partnership Taxation Rules: General tax framework governing partnership interests and their transfer

Limited Partnership Agreement: Partnership's governing document containing specific provisions about transfers, consent requirements, and pre-emption rights

Companies House Requirements: Filing and notification requirements for changes in partnership interests with the UK registrar of companies

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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