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Sale Of Partnership Interest Agreement for the United Kingdom

Sale Of Partnership Interest Agreement Template for England and Wales

A Sale of Partnership Interest Agreement under English and Welsh law is a legally binding document that facilitates the transfer of a partner's interest in a partnership to another party. This agreement governs the terms and conditions of the sale, including purchase price, warranties, and completion requirements. It ensures compliance with the Partnership Act 1890 and other relevant legislation while protecting the interests of all parties involved in the transaction.

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What is a Sale Of Partnership Interest Agreement?

A Sale Of Partnership Interest Agreement is essential when a partner wishes to exit a partnership by selling their interest to either existing partners or third parties. This document, governed by English and Welsh law, outlines the terms of sale, including valuation methods, payment terms, and any continuing obligations. It's particularly crucial for ensuring a smooth transition while maintaining the partnership's stability and protecting all parties' interests. The agreement must comply with the Partnership Act 1890 and address tax implications, liability transfers, and any necessary consents from continuing partners.

What sections should be included in a Sale Of Partnership Interest Agreement?

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

2. Background: Context of the sale and current partnership structure

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transfer of partnership interest

5. Purchase Price: Amount and payment terms

6. Completion: Transfer process and timing

7. Warranties: Seller's representations about the partnership interest

What sections are optional to include in a Sale Of Partnership Interest Agreement?

1. Due Diligence: Specific pre-completion investigations requirements for complex transactions or high-value deals

2. Non-compete: Restrictions on seller's future business activities when protecting partnership's business interests

3. Tax Indemnities: Specific tax-related protections for complex tax implications

4. Employees: Treatment of partnership employees when sale affects employment relationships

What schedules should be included in a Sale Of Partnership Interest Agreement?

1. Partnership Assets: Detailed list of partnership property and assets

2. Partnership Accounts: Recent financial statements and accounts

3. Outstanding Liabilities: List of current partnership obligations

4. Completion Requirements: Detailed checklist of completion deliverables

5. Warranties: Detailed warranties given by seller

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions


































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Industries

Partnership Act 1890: Primary legislation that defines partnerships, partners' rights, governs relationships between partners, and establishes rules for partnership dissolution

Limited Partnerships Act 1907: Applicable legislation if the partnership being sold is a limited partnership structure

Companies Act 2006: Relevant legislation when partnership interests involve corporate entities as parties

Income Tax Act 2007: Tax legislation governing income tax implications of partnership interest sales

Taxation of Chargeable Gains Act 1992: Legislation covering Capital Gains Tax implications on the sale of partnership interests

Value Added Tax Act 1994: Legislation governing VAT considerations related to the partnership interest sale

Financial Services and Markets Act 2000: Applicable when the partnership involves regulated activities or financial services

Money Laundering Regulations 2017: Regulations covering due diligence requirements and anti-money laundering compliance

Law of Property (Miscellaneous Provisions) Act 1989: Contract law legislation relevant to property aspects and formal requirements of the agreement

Enterprise Act 2002: Competition law legislation that may affect the sale of partnership interests

Competition Act 1998: Additional competition law considerations for partnership interest sales

UK GDPR and Data Protection Act 2018: Data protection legislation relevant when personal data is involved in the transfer

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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