General Partnership Transfer of Interest

					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
“Transferee”)

                                                 ARTICLE I
                                        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
ABOVE]

“Party” means any person or entity that is bound by this Agreement.

“Transferred Interest” means the ______% interest that Transferor currently holds in the
Partnership.

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”).

                                               ARTICLE II
                                       Agreement of Purchase and Sale

         A.       RECITALS

               (a) Transferor is a partner in ____________________ [PROVIDE NAME
OF PARTNERSHIP] (hereinafter, the “Partnership”) and currently has a ______% interest in
the Partnership.




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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
Interest.

               (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.

                                                   ARTICLE III

                              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
business.

                  (c)       That Partnership has not been terminated or dissolved.

                  (d)       That Transferor has the authority and legal ability to enter into this
Agreement.

               (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
Transferred Interest.

                                                   ARTICLE IV

                              Representations and Warranties of Transferee

         A.       TRANSFEREE REPRESENTS AND WARRANTS TO TRANSFEROR:

                (a)    That Transferee is a business entity or person with the power and authority
to own, lease, and otherwise operate the Partnership's business as it is now conducted.

                                                    ARTICLE V

                                                   Miscellaneous

         A.       Governing Law.        This Agreement shall, for all purposes, be interpreted and
                  construed under the laws of the state of _______________. If there is any dispute
                  arising from this Agreement, all Parties agree that the matter will be heard in the
                  county of ______________. {Instruction: Parties may also add the following
                  sentence, if desired: Parties further agree that any dispute will be heard in
                  the city of ___________.}

         B.       Writing Requirements.       No modification, change, or amendment of this
                  Agreement will be enforceable unless in writing and signed by all parties to this
                  Agreement.

         C.       Effective Date.        All parties intend and agree that the effective date will be
                  ______________, 201____, and this Agreement will be in full force and effect as
                  of that date. This paragraph will be in effect, even if one or more parties execute
                  this Agreement either before or after this effective date.

         D.       Assignment. This Agreement may not be assigned to another party, unless the
                  other party has given written and signed consent.

         E.       Severability. If any term, clause, provision, or paragraph in this Agreement is
                  held to be invalid or unenforceable in any way, that offending language will be
                  severed from this Agreement, as narrowly as possible, and the remaining
                  Agreement, and each and every other remaining term and condition shall be valid
                  and fully enforceable to the maximum amount permitted by law.

         F.       Counterparts. This Agreement may be executed in separate original counterparts,
                  and each such counterpart taken together shall constitute one agreement and shall
                  have the same legal force and effect as if all Parties had executed the same
                  physical agreement.

[OR, IF ALL PARTIES AGREE TO ALLOW FACSIMILE COUNTERPARTS, INSERT THE
FOLLOWIGN:]


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         F.       Counterparts. This Agreement may be executed in separate original or facsimile
                  counterparts, and each such counterpart taken together shall constitute one
                  agreement and shall have the same legal force and effect as if all Parties had
                  executed the same physical agreement.

{Instruction: Delete or cross out the second version of paragraph 5.6, above, if parties do not
wish to allow facsimile counterparts. Delete or cross out the first version if such counterparts
will be permitted.}

IN WITNESS HERETO, the parties agree to execute the Partnership Interest Transfer
Agreement, effective on the date first written above.

__________________________ [PROVIDE NAME OF PERSON OR ENTITY GIVING UP
THE PARTNERSHIP INTEREST]

_______________________ {Instruction: Signature of Transferor}

_______________________ {Instruction: If Transferor is NOT an individual, give job title of
person signing}



_______________________ [PROVIDE NAME OF PERSON OR ENTITY RECEIVING
THE PARTNERSHIP INTEREST]

_______________________ {Instruction: Signature of Transferee}

_______________________ {Instruction: If Transferee is NOT an individual, give job title of
person                                                                           signing}




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Description: 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.