Limited Partnership Interest Purchase Agreement for the United Kingdom

Limited Partnership Interest Purchase Agreement Template for England and Wales

A Limited Partnership Interest Purchase Agreement is a legal document governed by English and Welsh law that facilitates the transfer of an ownership interest in a limited partnership from one party to another. It sets out the terms and conditions of the sale, including purchase price, warranties, and completion mechanics, while ensuring compliance with the Limited Partnerships Act 1907 and other relevant legislation. The agreement typically includes provisions for regulatory compliance, partner consent requirements, and transfer restrictions specified in the partnership agreement.

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What is a Limited Partnership Interest Purchase Agreement?

The Limited Partnership Interest Purchase Agreement is essential for documenting the transfer of limited partnership interests under English and Welsh law. It is commonly used in private equity, venture capital, and other investment structures where interests in limited partnerships are being bought and sold. The agreement ensures compliance with the Limited Partnerships Act 1907 and addresses key aspects such as purchase price, warranties, regulatory requirements, and transfer restrictions. It is particularly important in regulated sectors where FCA approval may be required and where complex tax implications need to be considered.

What sections should be included in a Limited Partnership Interest Purchase Agreement?

1. Parties: Identification of seller, purchaser and partnership entity

2. Background: Context of the transaction and partnership interest being transferred

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including interest being sold and purchase price

5. Completion: Timing and mechanics of the transfer

6. Warranties: Seller's representations regarding the partnership interest

7. Confidentiality: Obligations regarding transaction and partnership information

What sections are optional to include in a Limited Partnership Interest Purchase Agreement?

1. Regulatory Compliance: Required if partnership involves regulated activities

2. Tag-Along Rights: Include if other partners have co-sale rights

3. Drag-Along Rights: Include if majority partners can force sale

4. Non-Compete: Include if seller restrictions are required

What schedules should be included in a Limited Partnership Interest Purchase Agreement?

1. Partnership Agreement: Copy of current partnership agreement

2. Transfer Form: Formal instrument of transfer

3. Disclosure Letter: Seller's disclosures against warranties

4. Regulatory Approvals: If required for regulated partnerships

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

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What is a Limited Partnership Interest Purchase Agreement?

What sections should be included in a Limited Partnership Interest Purchase Agreement?

What sections are optional to include in a Limited Partnership Interest Purchase Agreement?

What schedules should be included in a Limited Partnership Interest Purchase Agreement?

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