Assignment Of Limited Partnership Interest for Canada

Assignment Of Limited Partnership Interest Template for Canada

A legal document governed by Canadian law that facilitates the transfer of limited partnership interests from one party (assignor) to another (assignee). This agreement ensures compliance with provincial partnership laws, securities regulations, and tax requirements while documenting the terms and conditions of the transfer. It includes provisions for representations and warranties, purchase price, transfer conditions, and necessary approvals from the general partner and other stakeholders as required by the partnership agreement. The document addresses both provincial and federal regulatory requirements and must comply with the specific provisions of the applicable provincial Limited Partnership Act.

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What is a Assignment Of Limited Partnership Interest?

The Assignment Of Limited Partnership Interest is a crucial document used when a limited partner wishes to transfer their partnership interest to another party within the Canadian legal framework. This document is essential in situations involving investment exits, estate planning, corporate restructuring, or strategic business transactions. It must comply with both federal and provincial requirements, including the relevant provincial Limited Partnership Act, securities laws, and tax regulations. The agreement typically includes detailed information about the partnership interest being transferred, purchase price, representations and warranties, and various closing conditions. It requires careful consideration of partnership agreement restrictions, regulatory compliance, and often necessitates approval from the general partner. The document is particularly important in maintaining the legal integrity of the partnership structure while facilitating ownership transfers in a compliant manner.

What sections should be included in a Assignment Of Limited Partnership Interest?

1. Parties: Identifies the assignor (current limited partner), assignee (new limited partner), and the limited partnership

2. Background: Recites the existence of the partnership, the assignor's current interest, and the intention to transfer

3. Definitions: Defines key terms including Partnership Interest, Partnership Agreement, Effective Date, and other relevant terms

4. Assignment and Transfer: Details the specific partnership interest being assigned and transferred

5. Consideration: Specifies the purchase price or other consideration for the transfer

6. Representations and Warranties of Assignor: Assignor's statements regarding ownership, authority to transfer, and absence of encumbrances

7. Representations and Warranties of Assignee: Assignee's statements regarding capacity, compliance with partnership agreement, and sophistication

8. Closing Conditions: Conditions that must be met before the transfer becomes effective

9. General Partnership Compliance: Confirmation of compliance with partnership agreement requirements

10. Further Assurances: Commitment to execute additional documents as needed

11. Governing Law: Specifies applicable Canadian provincial law

12. Execution: Signature blocks and execution requirements

What sections are optional to include in a Assignment Of Limited Partnership Interest?

1. Spousal Consent: Required if assignor is an individual in certain provinces where matrimonial property laws apply

2. Regulatory Compliance: Added when transfer requires specific regulatory approvals or notifications

3. Tax Matters: Included when specific tax elections or allocations need to be addressed

4. Security Interests: Required if the interest is subject to or will be subject to security interests

5. Non-Competition: Added when assignor needs to be restricted from competing

6. Confidentiality: Included when specific confidentiality obligations need to be imposed

7. Third Party Consents: Required when specific third-party approvals are needed for the transfer

What schedules should be included in a Assignment Of Limited Partnership Interest?

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

2. Schedule B - Copy of Partnership Agreement: Current partnership agreement showing transfer restrictions and requirements

3. Schedule C - General Partner Consent: Written consent from general partner approving the transfer

4. Schedule D - Transfer Requirements Checklist: List of all requirements from partnership agreement and their completion status

5. Schedule E - Purchase Price Payment Terms: If applicable, detailed payment terms and conditions

6. Appendix 1 - Transfer Forms: Required partnership transfer forms and certificates

7. Appendix 2 - Regulatory Filings: Copies of any required regulatory filings or approvals

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

Canada

Publisher

Genie AI

Cost

Free to use
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