Deed of assignment—conversion of general partnership to limited liability partnership
Deed of assignment—conversion of general partnership to limited liability partnership

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Deed of assignment—conversion of general partnership to limited liability partnership
  • Parties
  • Recitals
  • The SchedulePartners

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note: Brexit—drafting boilerplate clauses.

This Deed is dated [insert day and month] 20[insert year]

Parties

  1. 1

    The parties listed in the Schedule (Partners) trading as [insert partnership name] (Partnership); and

  1. 2

    [insert full name of LLP] LLP incorporated in England and Wales under number [insert registered number] whose registered office is at [insert address] (LLP),

  2. each of the Partners and the LLP being a Party and together the Parties.

Recitals

    1. (A)

      The Partners have agreed to transfer the Assets and the Business to the LLP under the Transfer Agreement pursuant to which the Parties have further agreed to enter into [a] separate assignment[s] of certain of the Assets.

    2. (B)

      This deed records the assignment of [insert details of specific assets to be assigned under this deed].

  1. 1

    Definitions and interpretation

    1. 1.1

      In this deed:

    2. Assets

      1. has the same meaning as in the Transfer Agreement;

      Business

      1. has the same meaning as in the Transfer Agreement;

      Transfer Agreement

      1. means the transfer agreement dated [insert date] between the Partners the LLP.