Assignment Of Limited Partnership Interest Template for Switzerland

An Assignment Of Limited Partnership Interest is a crucial document used when a limited partner wishes to transfer their partnership interest to another party under Swiss law. This document is essential in various business contexts, particularly in investment structures, private equity, and asset management. It must comply with the Swiss Code of Obligations and any transfer restrictions in the partnership agreement. The document typically includes detailed information about the interest being transferred, purchase price, representations and warranties, and necessary approvals. It's particularly important in Switzerland due to specific requirements regarding commercial register registration and partnership governance. The document serves to protect all parties' interests and ensure a legally compliant transfer of partnership rights and obligations.

1. Parties: Identification of the Assignor (transferring partner), Assignee (receiving partner), and the Partnership itself as parties to the agreement

2. Background: Context of the assignment, including details of the existing partnership interest and reason for transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Assignment: Core provision detailing the transfer of the partnership interest, including percentage being transferred and effective date

5. Purchase Price: Details of the consideration for the transfer, payment terms and method

6. Closing: Conditions precedent, closing mechanics, and timing for the transfer

7. Representations and Warranties: Statements of fact by both Assignor and Assignee regarding their capacity, authority, and ownership of the interest

8. Partnership Consent: Acknowledgment and consent of the partnership and other partners to the transfer

9. Further Assurances: Obligation to execute additional documents and take necessary steps to effect the transfer

10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

11. Execution: Signature blocks for all parties