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Assignment Of Limited Partnership Interest

Assignment Of Limited Partnership Interest Template for Philippines

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Key Requirements PROMPT example:

Assignment Of Limited Partnership Interest

"I need an Assignment of Limited Partnership Interest document to transfer my 15% stake in a Manila-based real estate partnership to a new partner, with the transfer to be completed by March 1, 2025, including standard representations and warranties."

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Document background
The Assignment Of Limited Partnership Interest is a crucial document used in Philippine business transactions when a limited partner wishes to transfer their partnership interest to another party. This document is essential in situations involving partnership restructuring, investment exits, or strategic realignments. It must comply with Philippine partnership laws, particularly the Civil Code of the Philippines and the Code of Commerce, and may require various approvals depending on the partnership agreement and regulatory requirements. The document typically includes detailed information about the interest being transferred, consideration, representations and warranties, and any conditions that must be met for the transfer to be effective. It's particularly important in regulated industries where partnership transfers may require additional scrutiny or approval.
Suggested Sections

1. Parties: Identifies the Assignor (current holder of partnership interest), Assignee (recipient of partnership interest), and the Limited Partnership entity

2. Background: Establishes the context, including details of the existing partnership, the Assignor's current interest, and the intention to transfer

3. Definitions: Defines key terms used throughout the agreement, including 'Partnership Interest', 'Partnership Agreement', 'Effective Date', etc.

4. Assignment: Details the specific partnership interest being transferred and confirms the transfer

5. Consideration: Specifies the payment or other consideration for the transfer

6. Representations and Warranties: Statements by both Assignor and Assignee regarding their capacity, authority, and ownership of the interest

7. Conditions Precedent: Lists any conditions that must be satisfied before the assignment becomes effective

8. Completion: Details the timing and mechanics of the transfer

9. Further Assurance: Commits parties to execute additional documents necessary to effect the transfer

10. Governing Law and Jurisdiction: Specifies Philippine law as governing law and designates jurisdiction for disputes

Optional Sections

1. Partner Consent: Required if the Partnership Agreement mandates other partners' consent for transfers

2. Regulatory Approvals: Required if the transfer needs specific regulatory clearances

3. Tax Provisions: Include when specific tax arrangements need to be documented

4. Non-Competition: Include when the Assignor needs to be restricted from competing with the partnership

5. Confidentiality: Include when specific confidentiality obligations need to be imposed beyond the partnership agreement

6. Power of Attorney: Include when the Assignee needs authority to act on specific matters related to the transferred interest

Suggested Schedules

1. Schedule 1 - Partnership Interest Details: Detailed description of the partnership interest being transferred

2. Schedule 2 - Partnership Agreement: Copy of the existing Partnership Agreement

3. Schedule 3 - Calculation of Consideration: If applicable, detailed breakdown of how the consideration was calculated

4. Schedule 4 - Required Consents: List of required consents and their status

5. Appendix A - Transfer Form: Official form for recording the transfer in partnership records

6. Appendix B - Tax Clearance Certificates: If required, tax clearances or certificates related to the transfer

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

alex.den.21@genieai.co
Relevant legal definitions































Clauses






























Relevant Industries

Financial Services

Real Estate

Private Equity

Investment Management

Professional Services

Manufacturing

Agriculture

Mining

Construction

Retail

Technology

Healthcare

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Tax

Investment

Business Development

Risk Management

Corporate Governance

Partnership Administration

Relevant Roles

Legal Counsel

Partnership Manager

Chief Legal Officer

Chief Financial Officer

Investment Manager

Corporate Secretary

Managing Partner

Business Development Director

Compliance Officer

Tax Manager

Due Diligence Officer

Investment Analyst

Partnership Administrator

General Counsel

Finance Director

Industries






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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