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Unit Transfer Agreement Template for England and Wales

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Key Requirements PROMPT example:

Unit Transfer Agreement

"I need a Unit Transfer Agreement for transferring 50,000 Class B units in our investment partnership from ABC Partners LLP to XYZ Capital Management, with completion scheduled for March 15, 2025, and including standard warranties and regulatory compliance provisions for FCA-regulated entities."

Document background
A Unit Transfer Agreement is commonly used when transferring ownership units in partnerships, LLPs, or investment vehicles under English and Welsh law. This document is essential for documenting the legal transfer of units, ensuring compliance with regulatory requirements, and protecting the interests of all parties involved. It typically includes details of the units being transferred, purchase price, warranties, and completion mechanics, while addressing any specific requirements of the underlying entity's constitutional documents.
Suggested Sections

1. Parties: Details of transferor and transferee including full legal names, registered addresses and company numbers

2. Background: Context of the transfer, description of the business and units being transferred, and any relevant history

3. Definitions: Key terms used throughout the agreement including Unit, Transfer Date, Completion, and other relevant definitions

4. Transfer Details: Specific details of units being transferred including quantity, price, and payment terms

5. Completion: Terms and timing of completion, including actions required at completion and delivery of documents

6. Warranties: Standard warranties from transferor regarding ownership, capacity, and authority to transfer

7. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes

Optional Sections

1. Pre-completion Conditions: Conditions that must be satisfied before completion, such as regulatory approvals or third-party consents

2. Tax Provisions: Specific provisions relating to tax implications, stamp duty, and tax indemnities

3. Restrictive Covenants: Restrictions on transferor's future activities to protect business interests post-transfer

4. Confidentiality: Provisions regarding confidentiality of the transfer and related information

5. Further Assurance: Obligation to execute further documents and take additional steps if required

Suggested Schedules

1. Schedule 1 - Unit Details: Detailed description of units being transferred including class, rights, and any encumbrances

2. Schedule 2 - Relevant Company Documents: Copies of articles of association, existing shareholders agreements, and other relevant documents

3. Schedule 3 - Form of Transfer: Standard form for executing the transfer of units

4. Schedule 4 - Required Consents: List of required third-party or regulatory consents and their status

5. Schedule 5 - Warranties: Detailed list of warranties given by the transferor regarding the units and the business

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

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations in the UK, including provisions for share/unit transfers, registration requirements, and directors' duties

Limited Liability Partnerships Act 2000: Legislation governing the formation and operation of LLPs, including specific provisions for unit transfers in LLP structures

Partnership Act 1890: Foundational legislation establishing basic partnership principles and governance in England and Wales

Financial Services and Markets Act 2000: Regulatory framework for financial services, particularly relevant if the units qualify as regulated investments

FCA Regulations: Financial Conduct Authority regulations governing regulated investments and financial promotion rules

Companies House Requirements: Administrative requirements for registering and filing unit transfers with the UK company registrar

Stamp Duty Reserve Tax Regulations: Tax regulations governing stamp duty obligations on unit transfers

Finance Act: Various provisions relating to taxation of unit transfers and associated transactions

Capital Gains Tax Legislation: Tax provisions governing capital gains arising from unit transfers

Money Laundering Regulations 2017: Anti-money laundering requirements to be considered during unit transfers, including due diligence obligations

UK Corporate Governance Code: Best practice guidelines for corporate governance that may affect unit transfer procedures in listed 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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