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Limited Partnership Interest Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Limited Partnership Interest Purchase Agreement

"I need a Limited Partnership Interest Purchase Agreement for the sale of a 15% interest in a real estate investment partnership, with specific provisions for regulatory approval as the partnership holds FCA-regulated assets."

Document background
The Limited Partnership Interest Purchase Agreement is essential for documenting the transfer of limited partnership interests under English and Welsh law. It is commonly used in private equity, venture capital, and other investment structures where interests in limited partnerships are being bought and sold. The agreement ensures compliance with the Limited Partnerships Act 1907 and addresses key aspects such as purchase price, warranties, regulatory requirements, and transfer restrictions. It is particularly important in regulated sectors where FCA approval may be required and where complex tax implications need to be considered.
Suggested Sections

1. Parties: Identification of seller, purchaser and partnership entity

2. Background: Context of the transaction and partnership interest being transferred

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including interest being sold and purchase price

5. Completion: Timing and mechanics of the transfer

6. Warranties: Seller's representations regarding the partnership interest

7. Confidentiality: Obligations regarding transaction and partnership information

Optional Sections

1. Regulatory Compliance: Required if partnership involves regulated activities

2. Tag-Along Rights: Include if other partners have co-sale rights

3. Drag-Along Rights: Include if majority partners can force sale

4. Non-Compete: Include if seller restrictions are required

Suggested Schedules

1. Partnership Agreement: Copy of current partnership agreement

2. Transfer Form: Formal instrument of transfer

3. Disclosure Letter: Seller's disclosures against warranties

4. Regulatory Approvals: If required for regulated partnerships

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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, defining the rights and obligations of limited partners and transfer restrictions and requirements

Partnership Act 1890: Provides foundational partnership principles that apply where not specifically modified by the Limited Partnerships Act

Financial Services and Markets Act 2000: Governs regulated financial activities, including transfer restrictions, regulatory requirements, and investor qualification requirements for partnerships involving investment activities

Companies Act 2006: While not directly applicable to partnerships, contains relevant principles that may influence partnership agreements

Money Laundering Regulations 2017: Sets out KYC and due diligence requirements, including verification of source of funds for partnership transactions

Income Tax Act 2007: Key tax legislation affecting partnership interests and their transfer

Taxation of Chargeable Gains Act 1992: Governs the tax treatment of capital gains arising from partnership interest transfers

FCA Regulations: Regulatory framework for partnerships involving regulated activities, including investor protection requirements

UK GDPR and Data Protection Act 2018: Legislation governing the protection and handling of personal data in partnership transactions

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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