Limited Partnership Purchase Agreement for the United Kingdom

Limited Partnership Purchase Agreement Template for England and Wales

A Limited Partnership Purchase Agreement is a legally binding contract governed by English and Welsh law that facilitates the transfer of partnership interests in a limited partnership. The agreement 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. It provides a framework for the orderly transfer of partnership interests while protecting the rights of all parties involved.

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What is a Limited Partnership Purchase Agreement?

The Limited Partnership Purchase Agreement is used when a limited partner wishes to sell their partnership interest to another party under English and Welsh law. This document is essential for structuring and documenting the transfer of partnership interests, particularly in investment vehicles, real estate partnerships, and other business ventures. It includes detailed provisions on valuation, warranties, indemnities, and regulatory compliance requirements. The agreement must comply with the Limited Partnerships Act 1907 and often requires consideration of tax implications and regulatory approvals.

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

1. Parties: Identification and details of all parties to the agreement including seller(s) and purchaser(s)

2. Background/Recitals: Context of the transaction and current partnership structure

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including partnership interest being sold and transfer mechanics

5. Purchase Price: Consideration, payment terms, and any price adjustment mechanisms

6. Completion: Timing, mechanics, and requirements for the transfer completion

7. Warranties: Standard warranties regarding partnership interest, authority to sell, and other key representations

8. Liability and Indemnities: Scope of liability, limitations, and indemnification provisions

9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes

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

1. Conditions Precedent: Pre-completion conditions that must be satisfied before completion can occur

2. Post-Completion Obligations: Ongoing obligations of the parties after transfer completion

3. Non-Compete Provisions: Restrictions on seller's future activities to protect partnership's business interests

4. Tax Covenants: Specific provisions dealing with tax liabilities and obligations

5. Confidentiality: Provisions regarding the confidentiality of partnership information and transaction details

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

1. Schedule 1 - Partnership Details: Full details of the limited partnership structure, registration information, and partners

2. Schedule 2 - Warranties: Detailed warranties and representations given by the seller

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion

4. Schedule 4 - Partnership Agreement: Copy of current partnership agreement and any amendments

5. Schedule 5 - Financial Statements: Recent financial information and accounts of the partnership

6. Schedule 6 - Partnership Assets: Detailed list of partnership assets and liabilities

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

England and Wales

Publisher

Genie AI

Cost

Free to use
Clauses
Industries

Limited Partnerships Act 1907: Core legislation governing limited partnerships in England and Wales, defining structure, registration requirements, and partners' rights/obligations

Partnership Act 1890: Provides underlying partnership law principles and applies to limited partnerships where not modified by the 1907 Act

Companies Act 2006: Relevant for registration and filing requirements, particularly if the limited partnership has corporate partners

Financial Services and Markets Act 2000: Applicable if the partnership involves regulated activities, including relevant FCA/PRA regulations

Income Tax Act 2007: Key legislation governing the taxation of partnership interests and income distribution

Corporation Tax Act 2010: Legislation covering corporate tax implications for partnerships and corporate partners

Taxation of Chargeable Gains Act 1992: Governs the tax treatment of capital gains in partnership interests and transfers

Money Laundering Regulations 2017: Sets out due diligence requirements and compliance obligations, particularly relevant for high-value transactions

Misrepresentation Act 1967: Key legislation relating to contract law principles and misrepresentation in partnership agreements

Enterprise Act 2002: Competition law framework affecting partnerships, particularly relevant for larger business combinations

Competition Act 1998: Provides competition law requirements that may affect partnership structures and operations

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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