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Assignment Of Limited Partnership Interest Template for Belgium

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Key Requirements PROMPT example:

Assignment Of Limited Partnership Interest

"I need an Assignment of Limited Partnership Interest agreement under Belgian law for transferring a 25% partnership interest in a real estate investment partnership from ABC Investments SPRL to XYZ Capital BV, with completion scheduled for March 15, 2025."

Document background
The Assignment Of Limited Partnership Interest is a crucial document used when transferring ownership interests in a Belgian limited partnership (SCS/CommV) from one party to another. This document is essential in situations where a limited partner wishes to exit the partnership or transfer their economic interests to a new investor. It must comply with the Belgian Companies and Associations Code and consider any transfer restrictions in the partnership agreement. The document typically includes detailed information about the partnership interest being transferred, consideration for the transfer, representations and warranties from both parties, and necessary consents from other partners. It also addresses regulatory requirements, tax implications, and registration obligations under Belgian law. This agreement is particularly important for ensuring a clear and legally compliant transfer of partnership interests while maintaining the partnership's ongoing operations and structure.
Suggested Sections

1. Parties: Identification of the Assignor (current limited partner), Assignee (new limited partner), and the Partnership as parties to the agreement

2. Background: Recitals explaining the context of the assignment, including details of the existing partnership interest and intention to transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Assignment and Consideration: Core provisions detailing the transfer of partnership interest and the payment or consideration for the transfer

5. Effective Date: Specification of when the transfer becomes effective

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

7. Partnership Consent: Acknowledgment and consent of the general partner and/or partnership to the transfer

8. Registration and Notices: Requirements for registering the transfer and notifying relevant authorities

9. Tax Matters: Allocation of tax responsibilities and obligations related to the transfer

10. Governing Law: Specification of Belgian law as governing law and jurisdiction

11. Execution: Signature blocks and execution requirements

Optional Sections

1. Transfer Restrictions: Additional provisions regarding restrictions on further transfers, used when the partnership agreement contains specific transfer limitation provisions

2. Regulatory Compliance: Specific provisions addressing regulatory requirements, used when the transfer requires regulatory approvals

3. Third Party Consents: Provisions regarding obtaining necessary third-party consents, used when such consents are required

4. Security Interest Declarations: Declarations regarding any existing security interests in the partnership interest, used when relevant

5. Future Cooperation: Provisions for future cooperation between parties, used in complex transfers requiring ongoing obligations

6. Confidentiality: Confidentiality obligations, used when sensitive information is involved

7. Costs and Expenses: Allocation of costs related to the transfer, used when there are significant transaction costs

Suggested Schedules

1. Description of Partnership Interest: Detailed description of the partnership interest being transferred, including percentage, capital account balance, and other relevant details

2. Partnership Agreement Excerpts: Relevant excerpts from the Partnership Agreement regarding transfers of interest

3. Required Consent Forms: Forms evidencing necessary consents from other partners or third parties

4. Transfer Registration Forms: Official forms required for registering the transfer with relevant authorities

5. Financial Statements: Recent financial statements of the partnership relevant to the transfer

6. Tax Clearance Certificates: Any required tax clearance certificates or forms

7. AML Documentation: Anti-money laundering documentation and compliance forms

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses






























Relevant Industries

Private Equity

Real Estate

Investment Management

Professional Services

Financial Services

Venture Capital

Asset Management

Family Offices

Infrastructure

Commercial Property

Relevant Teams

Legal

Corporate Finance

Investment Management

Compliance

Tax

Finance

Risk Management

Corporate Governance

Partnership Administration

Deal Advisory

Relevant Roles

Partnership Manager

Legal Counsel

Corporate Lawyer

Investment Manager

Fund Manager

Compliance Officer

Tax Director

Chief Financial Officer

Investment Director

Managing Partner

General Counsel

Partnership Administrator

Corporate Secretary

Finance Director

Risk Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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