All Countries
Mergers & Acquisitions
Assignment Of Limited Partnership Interest

Assignment Of Limited Partnership Interest Template for Philippines

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Assignment Of Limited Partnership Interest

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Assignment Of Limited Partnership Interest

"I need an Assignment of Limited Partnership Interest document to transfer my 15% stake in a Manila-based real estate partnership to a new partner, with the transfer to be completed by March 1, 2025, including standard representations and warranties."

Celebrated by
Collaborations with
Investors
Document background
The Assignment Of Limited Partnership Interest is a crucial document used in Philippine business transactions when a limited partner wishes to transfer their partnership interest to another party. This document is essential in situations involving partnership restructuring, investment exits, or strategic realignments. It must comply with Philippine partnership laws, particularly the Civil Code of the Philippines and the Code of Commerce, and may require various approvals depending on the partnership agreement and regulatory requirements. The document typically includes detailed information about the interest being transferred, consideration, representations and warranties, and any conditions that must be met for the transfer to be effective. It's particularly important in regulated industries where partnership transfers may require additional scrutiny or approval.
Suggested Sections

1. Parties: Identifies the Assignor (current holder of partnership interest), Assignee (recipient of partnership interest), and the Limited Partnership entity

2. Background: Establishes the context, including details of the existing partnership, the Assignor's current interest, and the intention to transfer

3. Definitions: Defines key terms used throughout the agreement, including 'Partnership Interest', 'Partnership Agreement', 'Effective Date', etc.

4. Assignment: Details the specific partnership interest being transferred and confirms the transfer

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

6. Representations and Warranties: Statements by both Assignor and Assignee regarding their capacity, authority, and ownership of the interest

7. Conditions Precedent: Lists any conditions that must be satisfied before the assignment becomes effective

8. Completion: Details the timing and mechanics of the transfer

9. Further Assurance: Commits parties to execute additional documents necessary to effect the transfer

10. Governing Law and Jurisdiction: Specifies Philippine law as governing law and designates jurisdiction for disputes

Optional Sections

1. Partner Consent: Required if the Partnership Agreement mandates other partners' consent for transfers

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

3. Tax Provisions: Include when specific tax arrangements need to be documented

4. Non-Competition: Include when the Assignor needs to be restricted from competing with the partnership

5. Confidentiality: Include when specific confidentiality obligations need to be imposed beyond the partnership agreement

6. Power of Attorney: Include when the Assignee needs authority to act on specific matters related to the transferred interest

Suggested Schedules

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

2. Schedule 2 - Partnership Agreement: Copy of the existing Partnership Agreement

3. Schedule 3 - Calculation of Consideration: If applicable, detailed breakdown of how the consideration was calculated

4. Schedule 4 - Required Consents: List of required consents and their status

5. Appendix A - Transfer Form: Official form for recording the transfer in partnership records

6. Appendix B - Tax Clearance Certificates: If required, tax clearances or certificates related to the transfer

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Assignee
Assignor
Assignment Date
Business Day
Completion
Completion Date
Consideration
Effective Date
Encumbrance
General Partner
Governmental Authority
Limited Partner
Limited Partnership
Limited Partnership Agreement
Limited Partnership Interest
Partner Consent
Partnership
Partnership Assets
Partnership Records
Parties
Philippine Law
Register of Partners
Regulatory Approvals
Related Documents
Representatives
Securities
Tax Authority
Transfer
Transfer Documents
Warranties
Clauses
Parties and Definitions
Assignment
Consideration
Conditions Precedent
Completion
Representations and Warranties
Partner Consent
Transfer Restrictions
Further Assurance
Costs and Expenses
Confidentiality
Non-Competition
Tax Matters
Notices
Assignment and Transfer
Regulatory Compliance
Authority and Capacity
Severability
Entire Agreement
Amendment
Waiver
Governing Law
Dispute Resolution
Force Majeure
Indemnification
Partnership Obligations
Partnership Rights
Registration and Filing
Third Party Rights
Execution
Relevant Industries

Financial Services

Real Estate

Private Equity

Investment Management

Professional Services

Manufacturing

Agriculture

Mining

Construction

Retail

Technology

Healthcare

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Tax

Investment

Business Development

Risk Management

Corporate Governance

Partnership Administration

Relevant Roles

Legal Counsel

Partnership Manager

Chief Legal Officer

Chief Financial Officer

Investment Manager

Corporate Secretary

Managing Partner

Business Development Director

Compliance Officer

Tax Manager

Due Diligence Officer

Investment Analyst

Partnership Administrator

General Counsel

Finance Director

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary law governing partnerships in the Philippines, particularly Book IV, Title IX on Partnerships. Contains provisions on the nature, formation, and dissolution of partnerships, as well as the rights and obligations of partners.
Code of Commerce of the Philippines: Provides additional regulations for commercial partnerships and business associations, including provisions on the transfer of partnership interests and commercial transactions.
Securities Regulation Code (Republic Act No. 8799): May be relevant if the partnership interest qualifies as a security, governing the transfer and registration of securities and protecting investors' rights.
National Internal Revenue Code (NIRC): Contains provisions on the tax implications of transferring partnership interests, including capital gains tax and documentary stamp tax requirements.
Corporation Code of the Philippines (Batas Pambansa Blg. 68): While primarily focused on corporations, it contains relevant provisions that may apply to limited partnerships, particularly regarding the transfer of interests and registration requirements.
Anti-Money Laundering Act (Republic Act No. 9160): Must be considered for compliance purposes when documenting significant transfers of partnership interests, especially in terms of verification and documentation requirements.
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

Find the exact document you need

Intellectual Property Assignment

A Philippine law-compliant agreement for transferring intellectual property rights between parties, governed by the Intellectual Property Code of the Philippines.

find out more

Partnership Interest Transfer Agreement

A Philippine law-governed agreement facilitating the transfer of partnership interests between parties, detailing terms, conditions, and regulatory compliance requirements.

find out more

Shop Ownership Transfer Agreement

A legal agreement under Philippine law facilitating the complete transfer of shop ownership, including assets, licenses, and operational rights from seller to buyer.

find out more

Assignment In Lease Agreement

A legal document under Philippine law that transfers lease rights and obligations from an existing tenant to a new tenant, while maintaining the original lease terms.

find out more

Assignment Of Membership Interest

A Philippine law-governed agreement that documents and executes the transfer of membership interests from an assignor to an assignee in a business entity.

find out more

Money Transfer Contract

A Philippine-law governed agreement establishing terms and conditions for transferring funds between parties, ensuring compliance with local banking and anti-money laundering regulations.

find out more

Transfer Contract

A legally binding document under Philippine law that facilitates and documents the transfer of ownership, rights, or interests in property or assets between parties.

find out more

Assignment Of Lease Landlord To Landlord

A Philippine law-governed document that transfers all landlord rights and obligations under an existing lease from one landlord to another while preserving the tenant's position.

find out more

Car Ownership Transfer Agreement

A Philippine-compliant agreement for transferring vehicle ownership between parties, meeting LTO requirements and local transportation laws.

find out more

Cession Agreement

A Philippine law-governed agreement facilitating the transfer of rights, interests, or claims from one party to another, with specific local legal compliance requirements.

find out more

Business Asset Transfer Agreement

A Philippine law-governed agreement facilitating the transfer of business assets between entities, detailing terms, conditions, and compliance requirements.

find out more

Source Code Transfer Agreement

A Philippine law-governed agreement for transferring software source code ownership and rights between parties, ensuring legal compliance with local IP and technology transfer regulations.

find out more

Simple Business Sale Agreement

A Philippine law-governed agreement for the sale and purchase of a business, outlining key terms, conditions, and transaction requirements.

find out more

Real Estate Transfer Agreement

A legally binding agreement under Philippine law that documents and executes the transfer of real estate property ownership between parties.

find out more

Note Transfer Agreement

A Philippine law-governed agreement documenting the transfer of a negotiable instrument between parties, ensuring compliance with local banking and securities regulations.

find out more

Interest Transfer Agreement

A Philippine law-governed agreement facilitating the transfer of legal or beneficial interests in property, shares, or other assets between parties.

find out more

Intercompany Contract

A Philippine law-governed agreement regulating commercial relationships and transactions between related companies within the same corporate group.

find out more

Equity Transfer Contract

A Philippine law-governed contract facilitating the transfer of corporate shares between parties, detailing terms, conditions, and compliance requirements.

find out more

Business Transfer Of Ownership Contract

A legally binding agreement under Philippine law that documents the complete transfer of business ownership, including all assets, liabilities, and obligations from seller to buyer.

find out more

Assignment Of Limited Partnership Interest

A Philippine law-governed agreement for transferring limited partnership interests from an existing partner to a new partner, including terms of transfer and regulatory compliance requirements.

find out more

Small Business Transfer Agreement

A Philippine law-governed agreement for transferring ownership of a small business, detailing sale terms, assets, and obligations between seller and buyer.

find out more

Commercial Transfer Agreement

A Philippine law-governed agreement facilitating the transfer of commercial assets or property rights between parties, ensuring compliance with local regulations and tax requirements.

find out more

Agreement To Transfer Ownership Of Property

A Philippine law-compliant agreement that formally transfers property ownership from one party to another, including all essential terms and registration requirements.

find out more

Transfer Of Property Rights Agreement

A Philippine law-governed agreement facilitating the legal transfer of property rights between parties, ensuring compliance with local property laws and regulations.

find out more

Software Source Code Transfer Agreement

A comprehensive agreement for transferring software source code ownership and rights under Philippine law, ensuring compliance with local intellectual property and technology transfer regulations.

find out more

Promissory Note Transfer Agreement

A Philippine law-governed agreement for transferring rights and interests in a promissory note from one holder to another, ensuring legal compliance with local negotiable instruments law.

find out more

Software Ownership Transfer Agreement

A Philippine law-governed agreement for transferring complete ownership rights of software and related intellectual property from one party to another.

find out more

Unit Transfer Agreement

A legal agreement under Philippine law governing the transfer of ownership rights in a condominium or property unit between parties.

find out more

Simple Transfer Of Ownership Agreement

A Philippine law-compliant agreement that facilitates the legal transfer of property ownership from one party to another, including essential terms and conditions.

find out more

Intra Group Transfer Agreement

A Philippine law-governed agreement facilitating transfers between related corporate entities, ensuring legal compliance and protecting stakeholder interests.

find out more

Property Transfer Contract

A legally binding agreement under Philippine law for transferring real property ownership between parties, ensuring compliance with local property regulations and registration requirements.

find out more

Intercompany Asset Transfer Agreement

A Philippine law-governed agreement for transferring assets between related companies, ensuring regulatory compliance and documenting transfer terms.

find out more

Wire Transfer Agreement

A Philippine law-governed agreement establishing terms and conditions for wire transfers between financial institutions and customers, compliant with BSP regulations.

find out more

Partnership Transfer Agreement

A legal document governed by Philippine law that facilitates the transfer of partnership interests between parties, outlining terms, conditions, and compliance requirements.

find out more

Business Transfer Contract

A Philippine law-governed agreement facilitating the complete transfer of business ownership, assets, and operations between entities.

find out more

Software Transfer Agreement

A Philippine law-governed agreement for transferring software ownership and rights between parties, ensuring compliance with local regulations and protecting both parties' interests.

find out more

Bond Transfer Agreement

A Philippine law-governed agreement facilitating the legal transfer of bonds between parties, ensuring compliance with local securities regulations and transfer requirements.

find out more

Software License Transfer Agreement

A legally binding agreement for transferring software license rights between parties under Philippine law, ensuring compliance with local IP and technology transfer regulations.

find out more

Conveyance Agreement

A legal document under Philippine law that facilitates the transfer of real property ownership, detailing terms, conditions, and compliance requirements for property conveyance.

find out more

Land Transfer Agreement

A legal document governed by Philippine law that formalizes the transfer of land ownership between parties, including all necessary provisions for registration and tax compliance.

find out more

Transfer Of Rights Contract

A Philippine law-governed agreement facilitating the formal transfer of rights, ownership, or interests between parties, requiring notarization and possible governmental registration.

find out more

License Transfer Agreement

A Philippine law-governed agreement facilitating the transfer of license rights between parties, ensuring compliance with local intellectual property regulations and documenting transfer terms.

find out more

Profit And Loss Transfer Agreement

A Philippine law-governed agreement establishing profit and loss transfer mechanisms between related companies within a corporate group.

find out more

Money Transfer Agreement

A Philippine law-governed agreement establishing terms for money transfer services, incorporating local regulatory requirements and compliance obligations.

find out more

Liability Transfer Agreement

A Philippine law-governed agreement facilitating the formal transfer of specified liabilities between parties, ensuring regulatory compliance and proper documentation.

find out more

Equity Transfer Agreement

A Philippine law-governed agreement documenting the transfer of corporate shares or equity interests between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Asset Transfer Agreement

A legally binding agreement under Philippine law that documents and executes the transfer of assets between parties, ensuring compliance with local regulations and proper recording of the transaction.

find out more

Rights Transfer Agreement

A Philippine law-governed agreement facilitating the legal transfer of ownership rights between parties, ensuring compliance with local regulations and protecting all parties' interests.

find out more

Loan Transfer Agreement

A Philippine law-governed agreement facilitating the transfer of loan rights and obligations from one lender to another, compliant with local banking regulations and civil code requirements.

find out more

Contract Transfer Agreement

A legal document governed by Philippine law that enables the transfer of contractual rights and obligations from one party to another, with necessary consents and compliance requirements.

find out more

Data Transfer Agreement

A Philippine law-compliant agreement governing the transfer of personal data between organizations, adhering to the Data Privacy Act of 2012 and related regulations.

find out more

Title Transfer Agreement

A legal agreement under Philippine law that documents and executes the transfer of property ownership rights from a transferor to a transferee.

find out more

Bill Of Sale Assignment And Assumption Agreement

A Philippine law-governed agreement that combines asset sale with the transfer of associated rights and obligations from seller to buyer.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.