Partnership Interest Transfer Agreement

Business partners should work out how to end the partnership well in advance.
Business partners should work out how to end the partnership well in advance. (Image: Ingram Publishing/Ingram Publishing/Getty Images)

Business partners have the right to end the partnership at any time. A partner's investment in the business is an asset, which she can sell or transfer to anyone else. The exception is if the original partnership agreement restricts her sale rights -- requiring, for example, that she offer her interest to the other partners first. The partnership interest transfer agreement is the legal document that moves one partner out and another partner in.

The Agreement

The exact wording of the transfer agreement depends on state law. A typical agreement will identify the buyer and seller, and say how much of the partnership is involved -- 15 percent or 50 percent, for example. It spells out details such as the price the seller gets, any other consideration changing hands, and the date at which the agreement takes effect. If the buyer is paid in installments, the agreement may come with a promissory note.

Nitty Gritty Details

A good partnership agreement often includes detailed clauses. It may, for example, state that the seller has the legal right to close the deal and that the seller testifies that every claim in the document is true. It may also include special clauses if either party requests them. For example, the buyer may insist on a non-compete clause where the seller guarantees not to start a new, competing business within a specified period of time.

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