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Assignment Of Partnership Interest Form
"I need an Assignment of Partnership Interest Form for transferring my 25% stake in a California-based real estate development partnership to my business partner, effective March 1, 2025, with the transfer to be paid in quarterly installments over 18 months."
1. Parties: Identifies the Assignor (transferring partner), Assignee (receiving party), and the Partnership entity
2. Background: Describes the existing Partnership, the Assignor's current interest, and the intention to transfer
3. Definitions: Defines key terms used throughout the document
4. Assignment: Details the specific partnership interest being transferred and the effective date
5. Consideration: Specifies the payment or other consideration for the transfer
6. Representations and Warranties of Assignor: Assignor's confirmations regarding ownership, authority to transfer, and absence of encumbrances
7. Representations and Warranties of Assignee: Assignee's confirmations regarding authority to receive, understanding of partnership obligations
8. Partnership Consent: Acknowledgment and consent of the Partnership and other partners to the transfer
9. Transfer Conditions: Any conditions that must be met for the transfer to be effective
10. Governing Law: Specifies the state law governing the agreement
11. Execution: Signature blocks for all parties
1. Tax Matters: Include when specific tax allocations or responsibilities need to be addressed
2. Regulatory Approvals: Include when the transfer requires specific regulatory or third-party approvals
3. Indemnification: Include when specific indemnification provisions are needed beyond standard representations
4. Confidentiality: Include when specific confidentiality obligations need to be imposed
5. Further Assurances: Include when parties need to agree to take additional future actions to complete the transfer
6. Spousal Consent: Include when required by state law or partnership agreement for married partners
7. Transfer Restrictions: Include when there are specific limitations on future transfers by the Assignee
1. Schedule A - Partnership Interest Details: Detailed description of the partnership interest being transferred, including percentage ownership and capital account balance
2. Schedule B - Calculation of Consideration: Detailed breakdown of the purchase price or other consideration, if complex
3. Schedule C - Required Consents: List of all required partner and third-party consents
4. Appendix 1 - Partnership Agreement: Copy of the current Partnership Agreement
5. Appendix 2 - Partnership Resolution: Copy of partnership resolution approving the transfer
6. Appendix 3 - Valuation Report: If applicable, independent valuation of the partnership interest being transferred
Authors
Professional Services
Real Estate
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Transportation & Logistics
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Finance
Corporate Governance
Tax
Compliance
Business Development
Operations
Executive Leadership
Investment
Partnership Management
Partner
Managing Partner
Business Owner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
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Partnership Representative
Business Development Manager
Chief Operating Officer
Tax Manager
Compliance Officer
Business Manager
Investment Manager
Corporate Secretary
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