Transfer agreement—conversion of general partnership to limited liability partnership
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...

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 Date]

        Book Debts

        1. means all amounts owing to the

Related documents:

Popular documents