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Deed Of Assignment Of Partnership Interest

Deed Of Assignment Of Partnership Interest Template for Philippines

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Key Requirements PROMPT example:

Deed Of Assignment Of Partnership Interest

"I need a Deed of Assignment of Partnership Interest for transferring my 25% interest in a Manila-based accounting firm to my colleague, with the transfer to be completed by March 1, 2025, including standard warranties and partner approval provisions."

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Document background
The Deed of Assignment of Partnership Interest is a crucial document used in the Philippines when a partner wishes to transfer their interest in a partnership to another party. It is essential for businesses operating under Philippine law and must comply with the Civil Code of the Philippines, particularly Articles 1767-1867 governing partnerships, as well as relevant provisions of the Code of Commerce. This document is typically required when a partner exits the partnership, sells their interest, or transfers it as part of a business restructuring. The deed must include specific details about the partnership interest being transferred, consideration paid, warranties, and necessary consents from other partners. It serves as official documentation of the transfer and helps ensure a smooth transition while protecting the interests of all parties involved. The document needs to be properly executed and notarized in accordance with Philippine legal requirements to be legally binding.
Suggested Sections

1. Parties: Identifies the Assignor (transferring partner), Assignee (receiving party), and the Partnership as parties to the deed

2. Background: Recitals explaining the partnership's existence, the Assignor's current partnership interest, and the intention to transfer

3. Definitions: Defines key terms used throughout the deed, including Partnership Interest, Partnership Agreement, and Effective Date

4. Assignment: Core provision detailing the transfer of the partnership interest from Assignor to Assignee

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

6. Effective Date: States when the assignment takes effect

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

8. Assignee's Covenants: Assignee's agreement to be bound by the Partnership Agreement

9. Partnership Consent: Documentation of partnership and other partners' consent to the transfer

10. Completion Requirements: Actions required to complete the transfer

11. Governing Law: Specifies Philippine law as governing law

12. Execution: Formal execution block with notarization requirements

Optional Sections

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

2. Confidentiality: Include when specific confidentiality obligations need to be imposed

3. Tax Provisions: Include when specific tax arrangements or obligations need to be addressed

4. Regulatory Approvals: Include when the transfer requires specific regulatory approvals

5. Outstanding Liabilities: Include when there are specific provisions about handling existing liabilities

6. Further Assurance: Include when additional actions may be needed post-completion

7. Dispute Resolution: Include when specific dispute resolution mechanisms are required

Suggested Schedules

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

2. Partnership Agreement: Copy of the existing Partnership Agreement

3. Partner Consents: Written consents from other partners if obtained separately

4. Financial Statements: Relevant financial statements showing the partnership interest value

5. Payment Schedule: If consideration is paid in installments, schedule of payments

6. Regulatory Approvals: Copies of any required regulatory approvals or filings

7. Transfer Requirements Checklist: List of all requirements for completing 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 Industries

Professional Services

Real Estate

Construction

Manufacturing

Retail

Agriculture

Technology

Healthcare

Hospitality

Financial Services

Legal Services

Consulting

Trading

Mining

Transportation

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Tax

Business Development

Operations

Executive Leadership

Corporate Governance

Risk Management

Relevant Roles

Managing Partner

Business Owner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Partnership Manager

Compliance Officer

Tax Manager

Company Secretary

Investment Manager

Operations Director

Managing Director

Finance Director

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the basic legal framework for partnerships (Articles 1767-1867), contracts, and property transfers, including requirements for valid assignments and the rights and obligations of partners
Code of Commerce of the Philippines: Governs commercial partnerships and business associations, including provisions on the transfer of commercial partnership interests and registration requirements
National Internal Revenue Code (NIRC): Contains provisions on the tax implications of transferring partnership interests, including capital gains tax and documentary stamp tax requirements
Securities Regulation Code (Republic Act No. 8799): May be applicable if the partnership interest qualifies as a security, governing the transfer and registration of securities
Rules of Court: Provides procedures for enforcement and dispute resolution related to partnership agreements and assignments
Local Government Code: May contain relevant provisions regarding local business permits and registration requirements when transferring partnership interests
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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