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

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

  • Deed of novation—conversion of general partnership to limited liability partnership
  • background
  • 1 Definitions and interpretation
  • 2 LLP’s undertaking
  • 3 Release and discharge
  • 4 Amendments and status
  • 5 Miscellaneous
  • The Schedule Partners

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

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);

  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); and

  1. 3

    [insert full name of continuing party] [Limited OR PLC] incorporated in England and Wales under number [insert registered number] whose registered office is at [insert address] (Continuing Party),

    each of the Partners, the LLP and the Continuing Party being a Party and together the Partners, the LLP and the Continuing Party are the Parties.

background

    1. (A)

      This deed is supplemental to the Principal Agreement.

    1. (B)

      The Partnership has transferred its business and assets to the LLP and wishes to be released and discharged from the Principal Agreement.

    1. (C)

      The LLP has agreed to perform the Principal Agreement as from the Effective Date and the Continuing Party has agreed to novate the Principal Agreement on the terms and conditions of this deed.

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this deed:

        Effective Date

        1. means [[insert date] OR the date of this deed]; and

        Principal Agreement

        1. means the [insert contract name and date] between the Partners and the Continuing Party[, a copy of which is annexed to this deed].

      1. 1.2

        In this deed:

        1. 1.2.1

          a reference

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