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Assignment Of Partnership Interest
"I need an Assignment of Partnership Interest agreement for transferring my 25% stake in a Hong Kong-based accounting firm to an incoming partner, with completion planned for March 2025 and including non-compete provisions for the Greater Bay Area."
1. Parties: Identifies the assignor (transferring partner), assignee (receiving party), and the partnership entity
2. Background: Sets out the current partnership structure, the assignor's interest, and the intention to transfer
3. Definitions: Defines key terms used throughout the agreement
4. Agreement to Assign: Core provision detailing the partnership interest being transferred
5. Consideration: Specifies the purchase price and payment terms for the partnership interest
6. Effective Date: Establishes when the transfer takes effect
7. Assignor's Representations and Warranties: Warranties regarding ownership, authority to transfer, and status of the partnership interest
8. Assignee's Representations and Warranties: Warranties regarding capacity to acquire and compliance with partnership agreement
9. Partnership Consent: Acknowledgment and consent from the partnership and other partners
10. Completion Requirements: Actions required to complete the transfer, including regulatory filings
11. Tax and Stamp Duty: Provisions regarding payment of stamp duty and tax obligations
12. Further Assurance: Obligation to execute additional documents if needed
13. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction
14. Execution: Signature blocks for all parties
1. Non-Competition: Restrictions on assignor's future business activities - include when transferring partner might compete
2. Confidentiality: Obligations regarding partnership confidential information - important when assignor is leaving partnership
3. Release of Obligations: Release of assignor from partnership obligations - include when complete exit from partnership
4. Assumption of Liabilities: Assignee's assumption of partnership liabilities - include when transfer includes historical liabilities
5. Capital Account Adjustments: Treatment of capital account balances - include when transfer involves capital account settlements
6. Intellectual Property Rights: Treatment of IP rights - include when partnership owns significant IP
7. Outstanding Loans: Treatment of partner loans - include when there are outstanding partner loans
8. Dispute Resolution: Alternative dispute resolution provisions - include when parties prefer arbitration
1. Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Partnership Agreement: Copy of the current partnership agreement
3. Completion Obligations: List of actions required by each party to complete the transfer
4. Partnership Consent Resolution: Written consent from other partners approving the transfer
5. Financial Statements: Relevant financial statements showing partnership position
6. Capital Account Statement: Statement showing capital account balances
7. Required Regulatory Filings: List of forms and filings required for Hong Kong authorities
8. Existing Encumbrances: List of any existing encumbrances on the partnership interest
Authors
Assignor
Assignee
Partnership
Partnership Agreement
Partnership Interest
Assigned Interest
Effective Date
Completion Date
Completion
Consideration
Business Day
Hong Kong
Encumbrance
Liabilities
Capital Account
Partner Loans
Partnership Assets
Partnership Business
Profits and Losses
Confidential Information
Intellectual Property Rights
Governing Law
Stamp Duty
Related Documents
Regulatory Approvals
Business Registration
Existing Partners
Partnership Records
Partner's Share
Outstanding Obligations
Transfer Documents
Completion Obligations
Working Capital
Material Adverse Change
Representatives
Security Interest
Assignment
Consideration
Payment Terms
Completion
Representations and Warranties
Partnership Consent
Transfer of Rights
Assumption of Obligations
Release
Further Assurance
Capital Account
Partner Loans
Tax Matters
Stamp Duty
Regulatory Compliance
Confidentiality
Non-Competition
Non-Solicitation
Partnership Records
Notice Requirements
Indemnification
Survival
Amendment
Severability
Entire Agreement
Assignment and Transfer
Third Party Rights
Notices
Costs and Expenses
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Counterparts
Waiver
Professional Services
Legal Services
Accounting & Audit
Management Consulting
Financial Services
Investment Management
Real Estate
Trading & Commercial
Architecture & Design
Medical Practices
Engineering Services
Technology Services
Family Businesses
Legal
Finance
Compliance
Corporate Secretarial
Tax
Business Development
Partnership Administration
Executive Management
Risk Management
Partner
Managing Partner
Senior Partner
Legal Counsel
Company Secretary
Chief Financial Officer
Financial Controller
Business Development Director
Partnership Administrator
Compliance Officer
Tax Manager
Corporate Lawyer
Managing Director
Business Owner
Investment Manager
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