Transfer agreement—conversion of general partnership to limited liability partnership

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

  • Transfer agreement—conversion of general partnership to limited liability partnership
  • Background
  • 1 Definitions and interpretation
  • 2 Transfer of the Business and the Assets
  • 3 Consideration
  • 4 Completion
  • 5 Title, risk and insurance
  • 6 The Employees
  • 7 The Contracts
  • 8 The Liabilities
  • More...

Transfer agreement—conversion of general partnership to limited liability partnership

This Agreement is made on [insert date]

Parties

  1. 1

    The persons listed in Schedule 1 (the Partners) trading as [insert partnership name] (the 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] (the LLP),

    each of the Partners and the LLP is a Party and together the Partners and the LLP are the Parties.

Background

    1. (A)

      The Partners currently carry on the Business as a general partnership under the Business Name and wish to convert the general partnership into a limited liability partnership.

    1. (B)

      Each of the Partners is a member of the LLP and intends to carry on the Business through the LLP as a going concern from the Transfer Date.

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this agreement:

        Assets

        1. means the following assets, properties and rights of the Business to be transferred to the LLP pursuant to clause 2:

          1. (a)

            the Goodwill;

          2. (b)

            the Cash;

          3. (c)

            the Book Debts;

          4. (d)

            the Business Intellectual Property Rights;

          5. (e)

            the benefit (subject to the burden) of the Contracts;

          6. (f)

            the Third Party Claims;

          7. (g)

            the Properties;

          8. (h)

            the Records;

          9. (i)

            the Systems;

          10. (j)

            the Plant and Equipment;

          11. (k)

            [the Stock;]

          12. (l)

            [shares and other securities in the Partnership Companies; [and]]

          13. (m)

            [all other assets (if any) of whatever nature employed in the Business as at the Transfer

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