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Intra Group Transfer Agreement Template for United States

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Key Requirements PROMPT example:

Intra Group Transfer Agreement

"I need an Intra Group Transfer Agreement to document the transfer of our technology division and associated IP assets from our Delaware corporation to our California subsidiary, with completion planned for March 2025."

Document background
The Intra Group Transfer Agreement is essential for corporate groups conducting internal reorganizations or restructuring in the United States. This document is typically used when companies need to transfer assets, intellectual property, business units, or employees between affiliated entities. It ensures compliance with IRS regulations, particularly Section 482 transfer pricing rules, while maintaining proper documentation for tax and audit purposes. The agreement addresses key aspects such as valuation methods, tax implications, employee transfers, and ongoing operational arrangements between the transferring entities.
Suggested Sections

1. Parties: Identification of transferor and transferee entities within the group

2. Background: Context of the transfer and relationship between group entities

3. Definitions: Key terms used throughout the agreement

4. Subject Matter of Transfer: Details of assets, shares, or business being transferred

5. Consideration: Transfer price and payment terms

6. Transfer Date: Effective date and completion mechanics

7. Representations and Warranties: Standard group company confirmations

8. Tax Provisions: Transfer pricing compliance and tax treatment

Optional Sections

1. Employee Transfer Provisions: Required when staff are being transferred between entities - covers terms for transferring employees and related obligations

2. Intellectual Property Rights: Required when IP assets are involved in transfer - covers IP transfer and licensing provisions

3. Data Protection: Required when personal data is being transferred - covers data handling and privacy compliance requirements

4. Transitional Services: Required when operational continuity support is needed - covers temporary support arrangements between entities

Suggested Schedules

1. Asset Schedule: Detailed list of assets being transferred

2. Employee Schedule: List of transferring employees and their terms

3. Transfer Pricing Documentation: Supporting documentation for transfer pricing compliance

4. Completion Obligations: Checklist of actions required for completion

5. Tax Clearances: Required tax authority approvals or clearances

6. Transitional Services Schedule: Details of any temporary support arrangements

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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Industries

Internal Revenue Code Section 482: Federal transfer pricing regulations governing transactions between related entities to ensure arm's length pricing and prevent tax avoidance

Securities Exchange Act 1934: Federal law governing securities trading and market regulation, relevant if publicly traded companies are involved in the transfer

Sarbanes-Oxley Act: Federal law establishing enhanced corporate accountability and financial disclosure requirements for public companies

Federal Antitrust Laws: Including Clayton Act and Sherman Act, governing competition and preventing monopolistic practices in business transactions

State Corporate Laws: State-specific regulations governing corporate operations, particularly important in the state of incorporation

Fair Labor Standards Act: Federal law establishing standards for wages, overtime, and employment conditions when employee transfers are involved

WARN Act: Worker Adjustment and Retraining Notification Act requiring advance notice for large-scale employee transfers or layoffs

ERISA: Employee Retirement Income Security Act governing employee benefits and pension plans during transfers

Intellectual Property Laws: Federal and state laws protecting patents, trademarks, copyrights, and trade secrets in asset transfers

State Data Privacy Laws: State-specific regulations governing the protection and transfer of personal and business data

Industry-Specific Regulations: Sector-specific requirements such as banking regulations, healthcare laws (HIPAA), or other industry requirements

GAAP Standards: Generally Accepted Accounting Principles governing the accounting treatment and reporting of intra-group 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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