Unit Transfer Agreement for Australia

Unit Transfer Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that facilitates the transfer of units in a unit trust from one holder (transferor) to another (transferee). The document outlines the terms and conditions of the transfer, including consideration, warranties, and completion requirements, while ensuring compliance with Australian securities legislation, trust law, and relevant state/territory regulations. It includes provisions for due diligence, regulatory compliance, and necessary approvals, incorporating specific requirements for both domestic and, where applicable, foreign investors under Australian investment laws.

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What is a Unit Transfer Agreement?

The Unit Transfer Agreement is a crucial document used in Australian business and investment transactions when units in a trust need to be transferred between parties. This document is essential for various situations, including investment restructuring, exit strategies, or portfolio rebalancing. It must comply with Australian federal and state legislation, including the Corporations Act 2001, relevant state Property Law Acts, and applicable tax regulations. The agreement typically includes detailed information about the units being transferred, purchase price, warranties, and completion requirements. It's particularly important in the context of managed investment schemes, property trusts, and other investment vehicles structured as unit trusts. The document needs to address various regulatory requirements, including those related to foreign investment when applicable, and may require additional approvals depending on the nature and value of the units being transferred.

What sections should be included in a Unit Transfer Agreement?

1. Parties: Identification of the Transferor and Transferee with full legal names and addresses

2. Background: Context of the transfer, including details of the unit trust and reason for transfer

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Agreement to Transfer: Core agreement to transfer the specified units from Transferor to Transferee

5. Transfer Price and Payment: Details of the consideration and payment terms for the transfer

6. Completion: Requirements and process for completing the transfer, including timing and location

7. Transferor's Warranties: Warranties given by the Transferor regarding ownership, authority to transfer, and unit status

8. Transferee's Warranties: Warranties given by the Transferee regarding authority to purchase and compliance requirements

9. Tax Matters: Treatment of tax obligations and responsibilities related to the transfer

10. Confidentiality: Obligations regarding confidential information related to the transfer and trust

11. Notices: Process and requirements for giving notices under the agreement

12. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

13. Execution: Execution blocks for all parties

What sections are optional to include in a Unit Transfer Agreement?

1. Foreign Investment Conditions: Required when the Transferee is a foreign person or entity under FIRB regulations

2. Security Interest Release: Required when the units are subject to existing security interests that need to be released

3. Regulatory Approvals: Required when the transfer needs specific regulatory approvals

4. Third Party Consents: Required when consent from other unit holders or third parties is needed

5. Pre-emptive Rights Waiver: Required when other unit holders have pre-emptive rights that need to be addressed

6. Earn-out Provisions: Optional section for transfers involving contingent payment arrangements

7. Management Rights: Required when the transfer includes rights to manage the trust or property

8. Distribution Entitlements: Optional section addressing entitlements to distributions declared but not paid

What schedules should be included in a Unit Transfer Agreement?

1. Unit Details: Details of the units being transferred including class, rights, and numbers

2. Transfer Price Calculation: Detailed breakdown of the transfer price calculation if complex

3. Completion Checklist: List of actions and documents required for completion

4. Trust Deed Extract: Relevant extracts from the trust deed affecting the transfer

5. Regulatory Compliance Checklist: Checklist of regulatory requirements and compliance matters

6. Transfer Form: Prescribed form for recording the transfer of units

7. Existing Encumbrances: Details of any existing encumbrances affecting the units

8. Required Consents: List of required consents and their status

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Transfer Agreement

Sector

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Real Estate

Investment Management

Property Development

Retail Investment

Wholesale Investment

Private Equity

Managed Funds

Infrastructure

Commercial Property

Agricultural Investment

Relevant Teams

Legal

Compliance

Investment Management

Corporate Services

Fund Administration

Company Secretariat

Risk Management

Finance

Property Management

Asset Management

Trust Administration

Relevant Roles

Legal Counsel

Corporate Lawyer

Trust Manager

Investment Manager

Company Secretary

Compliance Officer

Fund Manager

Portfolio Manager

Transaction Manager

Chief Financial Officer

Investment Director

Trustee Director

Property Manager

Asset Manager

Due Diligence Manager

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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