The Partnership Share Transfer Agreement is a crucial document used when a partner wishes to exit a partnership and transfer their share to either an existing partner or a new incoming partner in Australia. This agreement is essential for maintaining legal compliance and protecting all parties' interests during the transfer process. It addresses key elements such as transfer pricing, asset valuation, liability allocation, and ongoing business continuity. The document must comply with relevant Australian legislation, including state-specific Partnership Acts, federal tax laws, and business registration requirements. It's particularly important for professional partnerships, family businesses, and commercial ventures where ownership changes need to be formally documented. The agreement should be tailored to specific circumstances while maintaining core elements required under Australian law.
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1. Parties: Identification of all parties involved - transferor(s), transferee(s), and continuing partners
2. Background: Context of the transfer, current partnership structure, and reason for transfer
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Transfer Details: Specific details of partnership shares being transferred, including percentage and value
5. Purchase Price and Payment: Agreed purchase price, payment terms, and payment method
6. Completion: Requirements and process for completing the transfer, including timing and delivery of documents
7. Representations and Warranties: Standard warranties from both transferor and transferee regarding capacity, ownership, and authority
8. Continuing Partner Consent: Formal consent from continuing partners to the transfer
9. Pre-Completion Obligations: Actions required before completion of the transfer
10. Post-Completion Obligations: Actions required after completion of the transfer
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Due Diligence: Include when the transferee requires specific confirmations about partnership assets and liabilities
2. Security Interests: Include when there are existing security interests over partnership assets or shares
3. Non-Competition: Include when restraint of trade provisions are required for the departing partner
4. Intellectual Property Rights: Include when specific IP arrangements need to be addressed
5. Employee Matters: Include when transfer affects employment arrangements
6. Tax Indemnities: Include when specific tax implications need to be addressed
7. Dispute Resolution: Include when specific dispute resolution procedures are required
8. Outstanding Liabilities: Include when there are specific provisions for handling existing partnership liabilities
1. Schedule 1 - Partnership Details: Current partnership structure, assets, and business details
2. Schedule 2 - Transfer Shares Details: Detailed description of partnership shares being transferred
3. Schedule 3 - Purchase Price Calculation: Breakdown of purchase price calculation and valuation method
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5 - Existing Contracts: List of partnership contracts affected by the transfer
6. Appendix A - Partnership Agreement: Copy of existing partnership agreement
7. Appendix B - Transfer Forms: Required statutory forms and transfer documents
8. Appendix C - Financial Statements: Recent partnership financial statements
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