Partnership Interest Purchase Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Partnership Interest Purchase Agreement

"I need a Partnership Interest Purchase Agreement for a Hong Kong law firm where I'm selling my 25% partnership interest to two existing junior partners (splitting equally), with completion planned for March 2025, including specific provisions for ongoing client transition and professional indemnity insurance."

Document background
The Partnership Interest Purchase Agreement is a crucial document used when a partner wishes to sell their interest in a Hong Kong partnership to another party, whether an existing partner or a new investor. This agreement is essential for documenting the terms and conditions of the transfer, ensuring compliance with Hong Kong's Partnership Ordinance and other relevant legislation. It typically includes detailed provisions about the partnership interest being transferred, valuation mechanisms, warranties from both parties, and completion procedures. The document becomes particularly important in professional partnerships, joint ventures, and investment structures, where clear documentation of ownership changes is critical for regulatory compliance and risk management. It must address specific Hong Kong legal requirements, including necessary consents, registration requirements, and stamp duty obligations.
Suggested Sections

1. Parties: Identification of the seller, purchaser, and partnership entity

2. Background: Context of the transaction, including current partnership structure and reason for transfer

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including partnership interest being sold and purchase price

5. Completion: Details of when and how the transfer will be completed, including conditions precedent

6. Purchase Price and Payment: Payment terms, method, and any adjustments

7. Seller's Warranties: Warranties regarding the partnership interest, authority to sell, and partnership affairs

8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity

9. Pre-Completion Obligations: Obligations of parties between signing and completion

10. Partnership Consent: Confirmation of other partners' consent to the transfer as required by partnership agreement

11. Confidentiality: Obligations regarding transaction confidentiality and partnership information

12. Costs and Taxes: Allocation of transaction costs and tax obligations

13. Notices: Process for giving formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.

15. Execution: Signature blocks and execution formalities

Optional Sections

1. Non-Competition: Restrictions on seller's future competitive activities, used when seller is exiting completely

2. Earn-out Provisions: Additional payment terms based on future performance, used in performance-dependent valuations

3. Employee Matters: Provisions regarding key employees, used when seller is involved in management

4. Intellectual Property: Special provisions for IP rights, used when partnership has significant IP assets

5. Bank Accounts and Financial Matters: Provisions for changing bank signatories, used when seller has banking authority

6. Third Party Consents: Requirements for external approvals, used when partnership has key contracts requiring consent

7. Post-Completion Adjustments: Mechanism for price adjustments, used in complex valuations

8. Continuing Partner Obligations: Ongoing responsibilities if seller remains partially involved

Suggested Schedules

1. Partnership Interest Details: Detailed description of the partnership interest being transferred

2. Purchase Price Calculation: Detailed breakdown of valuation and price calculation

3. Partnership Agreement: Copy of current partnership agreement and amendments

4. Completion Obligations: Detailed list of actions required at completion

5. Warranties: Detailed warranties and any disclosed exceptions

6. Partnership Assets: List of material partnership assets

7. Key Contracts: Summary of important partnership contracts

8. Required Consents: List of required third-party and regulatory consents

9. Completion Documents: Forms and documents required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Legal Services

Financial Services

Real Estate

Technology

Healthcare

Consulting

Architecture

Engineering

Accounting

Investment Management

Trading

Manufacturing

Retail

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Operations

Business Development

Investment

Corporate Secretarial

Due Diligence

Relevant Roles

Managing Partner

Senior Partner

Legal Counsel

Corporate Lawyer

Partnership Manager

Chief Financial Officer

Finance Director

Business Development Director

Investment Manager

Compliance Officer

Risk Manager

Company Secretary

Managing Director

Chief Executive Officer

Operations Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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