This is an agreement that can be used to transfer a general partnership interest from a
current general partner to a new party. For this transfer to be valid, the original general
partnership agreement must allow a transfer of partnership interest to a new party. This
agreement provides the purchase price and the percentage of the partnership interest
that will be transferred. This document should be used by the partners of a general
partnership that want to transfer their interest to a new party.
AGREEMENT OF GENERAL PARTNERSHIP--TRANSFER OF A PARTNERSHIP
INTEREST IN _______________________ [PROVIDE NAME OF THE PARTNERSHIP]
THIS AGREEMENT is made and entered into as of the _______ [DAY OF MONTH]
day of _________, 201____ [MONTH], [YEAR] by and between ______________ [PROVDE
NAME OF PERSON OR PARTY CURRENTLY HOLDING THE PARTNERSHIP
INTEREST THAT WILL BE TRANSFERRED] (hereinafter, the “Transferor”) and
________________ [PROVIDE NAME OF PERSON OR PARTY WHO WILL BE
RECEIVING THE TRANSFERRED PARTNERSHIP INTEREST] (hereinafter, the
Definitions and Interpretation
“Effective Date” means ______________________, 201_____. [PROVIDE DATE THAT
WAS GIVEN AT TOP OF THIS DOCUMENT]
“Partnership” means the ___________________ [PROVIDE NAME OF PARTNERSHIP, AS
“Party” means any person or entity that is bound by this Agreement.
“Transferred Interest” means the ______% interest that Transferor currently holds in the
All references to “dollars” or “$” refers to United States dollars, unless otherwise specified.
Words and terms importing gender shall include all genders. Words importing the singular
number shall include the plural, and words importing the plural shall include the singular. Words
importing persons or people shall include natural persons, corporations, partnerships, firms, and
all other business entities.
All headings and titles in this Agreement are for convenience only and shall not be used for any
construction or interpretation of this Agreement.
A. Formation. The Partners do hereby form a general partnership pursuant to the
provisions of the Texas Business Organizations Code (the “Partnership”).
Agreement of Purchase and Sale
(a) Transferor is a partner in ____________________ [PROVIDE NAME
OF PARTNERSHIP] (hereinafter, the “Partnership”) and currently has a ______% interest in
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(b) Transferor wishes to transfer, and Transferee wishes to acquire
Transferor's entire interest in the Partnership, based on the terms and conditions set forth, below.
(c) Therefore, in consideration of the terms and conditions contained in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
is acknowledged, it is agreed by all parties as follows:
B. TRANSFER OF PARTNERSHIP INTEREST
(a) Transferor hereby agrees to transfer, give away, assign, and convey to
Transferee, and Transferee agrees to Purchase from Transferor--as of the Effective Date--the
Transferred Interest. This transfer is subject to all the terms and conditions in this Agreement,
and Transferor agrees that the Transferred Interest is free and clear of all liens.
C. CONSIDERATION FOR TRANSFER
(a) This Agreement is intended by all Parties to operate as an actual transfer
of the Transferred Interest. Upon closing, Transferee will be the sole owner of the Transferred
(b) Transferee will give to Transferor a promissory note in the amount of
___________ dollars ($_________), which will be the sole consideration for the transfer of the
Transferred Interest. Both parties agree that the amount specified in this paragraph represents
the fair market value of the Transferred Interest.
Representations and Warranties of Transferor
A. TRANSFEROR REPRESENTS AND WARRANTS TO TRANSFEREE:
(a) That Partnership is a partnership duly and legally established, and is
organized and exists under the laws of _______________________ [PROVIDE NAME OF
STATE AND--IF RELEVANT--COUNTY].
(b) That Partnership holds the power to own its property and to carry on its
(c) That Partnership has not been terminated or dissolved.
(d) That Transferor has the authority and legal ability to enter into this
(e) That Transferor has the power and authority to own, lease, and operate its
property or properties, and Transferor has the authority to carry on its business in the fashion and
form as it now is being conducted.
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(f) That, as of the Effective Date, Transferor has good and valid title to the
Representations and Warran