Assignment Of Limited Partnership Interest for Hong Kong

Assignment Of Limited Partnership Interest Template for Hong Kong

A legal document governed by Hong Kong law that facilitates the transfer of a limited partner's interest in a partnership to another party. The document outlines the terms and conditions of the transfer, including the specifics of the partnership interest being assigned, consideration for the transfer, representations and warranties, and necessary consents. It ensures compliance with Hong Kong's Limited Partnerships Ordinance and related regulations while protecting the interests of all parties involved in the transaction. The agreement typically includes provisions for tax considerations, regulatory requirements, and ongoing obligations of the parties post-transfer.

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What is a Assignment Of Limited Partnership Interest?

An Assignment Of Limited Partnership Interest is a crucial document used when a limited partner wishes to transfer their interest in a partnership to another party under Hong Kong law. This document is commonly utilized in investment funds, private equity, and other financial structures where partners need to exit their investment or transfer their rights and obligations to another investor. The agreement must comply with Hong Kong's Limited Partnerships Ordinance (Cap. 37) and typically requires consent from the general partner and/or other partners as specified in the original partnership agreement. It includes detailed provisions about the interest being transferred, consideration, tax implications, and any continuing obligations. The document is particularly important in maintaining the legal and regulatory compliance of the partnership while ensuring a smooth transition of partnership interests.

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

1. Parties: Identifies the assignor (transferring partner), assignee (receiving party), and the partnership entity

2. Background: Describes the existing partnership, the interest being transferred, and the purpose of the assignment

3. Definitions: Defines key terms used throughout the agreement

4. Assignment: Details the specific partnership interest being assigned and the effective date of transfer

5. Consideration: Specifies the payment or other consideration for the assignment

6. Completion: Sets out the completion mechanics and timing for the transfer

7. Representations and Warranties: Standard representations from assignor regarding ownership, authority to transfer, and absence of encumbrances

8. Covenants: Ongoing obligations of the parties post-assignment

9. Partnership Consent: Acknowledgment and consent from the partnership and other partners as required

10. Tax Matters: Addresses responsibility for taxes arising from the transfer

11. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution formalities

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

1. Non-Competition: Restrictions on the assignor's future competitive activities, if required

2. Confidentiality: Provisions for maintaining confidentiality of partnership information, if not covered in the partnership agreement

3. Further Assurance: Commitment to execute additional documents or take further actions if needed

4. Survival of Partnership Agreement: Clarification of which provisions of the original partnership agreement continue to bind the assignee

5. Regulatory Approvals: Required if the transfer needs specific regulatory clearances

6. Power of Attorney: Optional authority for the assignee to execute documents on behalf of the assignor

7. Notices: Communication procedures between parties, if ongoing obligations exist

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

1. Partnership Interest Details: Detailed description of the partnership interest being transferred, including percentage ownership and capital account balance

2. Partnership Agreement: Copy or relevant excerpts of the existing partnership agreement

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

4. Partner Consents: Copies of required consents from other partners or the partnership entity

5. Transfer Instruments: Any additional transfer documents required under the partnership agreement

6. Payment Details: Schedule of payments and bank account details if payment is in installments

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

Hong Kong

Publisher

Genie AI

Document Type

Transfer Agreement

Cost

Free to use
Relevant Industries

Financial Services

Private Equity

Venture Capital

Investment Management

Real Estate

Infrastructure

Asset Management

Professional Services

Investment Funds

Alternative Investments

Relevant Teams

Legal

Compliance

Investment Management

Fund Administration

Corporate Services

Risk Management

Partnership Administration

Company Secretarial

Transaction Services

Relevant Roles

Investment Manager

Fund Manager

Legal Counsel

Compliance Officer

Partnership Administrator

Private Equity Director

Chief Investment Officer

Corporate Lawyer

Fund Administrator

Managing Partner

Risk Manager

Investment Director

General Counsel

Company Secretary

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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