The Assignment Of Limited Partnership Interest is a crucial document used in Indian business transactions when a partner wishes to transfer their interest in a limited partnership to another party. This document becomes necessary during business restructuring, exit strategies, estate planning, or investment realignments. Under Indian law, particularly the Limited Liability Partnership Act, 2008, such transfers must be properly documented and executed to be legally valid. The document captures essential details including the quantum of interest being transferred, consideration amount, rights and obligations being assigned, and necessary approvals from other partners. It must comply with specific Indian regulatory requirements, especially if the transfer involves foreign parties (requiring FEMA compliance) or regulated sectors. The document serves as evidence of the transfer and helps prevent future disputes by clearly documenting the terms and conditions of the assignment.
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1. Parties: Identifies the Assignor (transferring partner), Assignee (receiving party), and the Limited Partnership entity
2. Background: Recitals explaining the partnership structure, Assignor's current interest, and intention to transfer
3. Definitions: Defines key terms used throughout the agreement including Partnership Interest, Partnership Agreement, Effective Date
4. Assignment and Consideration: Details of the partnership interest being transferred and the payment or consideration
5. Effective Date and Completion: Specifies when the transfer becomes effective and completion requirements
6. Representations and Warranties: Statements by Assignor regarding ownership, authority to transfer, and absence of encumbrances
7. Covenants: Ongoing obligations of the parties including cooperation in transfer process
8. Partnership Consent: Acknowledgment and consent of other partners as required by partnership agreement
9. Tax Matters: Handling of tax liabilities and obligations related to the transfer
10. Governing Law and Jurisdiction: Specifies Indian law as governing law and jurisdiction for disputes
11. Notices: Process for sending formal communications between parties
12. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Regulatory Approvals: Required when the transfer needs specific regulatory clearances, especially for regulated industries
2. FEMA Compliance: Required when assignment involves foreign parties or cross-border elements
3. Security Interest: Used when the transferred interest is subject to any security or encumbrance
4. Non-Compete and Non-Solicitation: Optional restrictions on the Assignor's future activities
5. Survival of Partnership Obligations: Details about continuing obligations of Assignor for past acts
6. Spousal Consent: Required when partnership interest is considered matrimonial property
7. Power of Attorney: Optional authority granted to complete transfer-related formalities
1. Schedule 1 - Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Schedule 2 - Partnership Agreement: Copy or relevant excerpts of the existing Partnership Agreement
3. Schedule 3 - Consideration Details: Payment terms, schedule, and method of payment
4. Schedule 4 - Required Consents: List of required partner and third-party consents
5. Schedule 5 - Transfer Documents: List of all documents required to effect the transfer
6. Appendix A - Partner Resolution: Resolution of partners approving the transfer
7. Appendix B - Regulatory Filings: Copies of necessary regulatory forms and filings
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