assignment of partner's interest

Assignment Of Partnership Interest

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What is an assignment of partnership interest.

Information about the partnership like the name of the business
The type of interest being transferred
The names and information of both the assignor and the assignee
Information about the remaining partners

Common Sections in Assignments Of Partnership Interest

Below is a list of common sections included in Assignments Of Partnership Interest. These sections are linked to the below sample agreement for you to explore.

Assignment Of Partnership Interest Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.37 15 dex1037.htm FORM OF AGREEMENT AND ASSIGNMENT OF PARTNERSHIP INTEREST , Viewed October 25, 2021, View Source on SEC .

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Ms. Ayub is an attorney licensed to practice in Texas. Before moving to the US, she has a number of years of experience in contract review, analysis and drafting. Ms. Ayub is available to help you with your legal problems, as well as filling LLC and other business entity formation documents. To know more about her practice, please visit https://ayublawfirmpllc.com/.

Jason has been providing legal insight and business expertise since 2001. He is admitted to both the Virginia Bar and the Texas State Bar, and also proud of his membership to the Fellowship of Ministers and Churches. Having served many people, companies and organizations with legal and business needs, his peers and clients know him to be a high-performing and skilled attorney who genuinely cares about his clients. In addition to being a trusted legal advisor, he is a keen business advisor for executive leadership and senior leadership teams on corporate legal and regulatory matters. His personal mission is to take a genuine interest in his clients, and serve as a primary resource to them.

Ralph graduated from University of Florida with his JD as well as an LLM in Comparative Law. He has a Master's in Law from Warsaw University , Poland (summa cum laude) and holds a diploma in English and European Law from Cambridge Board of Continuous Education. Ralph concentrates on business entity formation, both for profit and non profit and was trained in legal drafting. In his practice he primarily assists small to medium sized startups and writes tailor made contracts as he runs one of Florida disability non profits at the same time. T l Licensed. in Florida Massachusetts and Washington DC this attorney speaks Polish.

Travis counsels individuals and businesses on a broad range of complex topics. His practice centers on producing efficient, client-driven results. He concentrates his practice on real estate, construction, and general business matters with an emphasis on assisting clients both before and after problems occur by drafting contracts designed to best position clients to avoid disputes and litigating matters to a final resolution if problems emerge. Born and raised in Oklahoma, Travis is a triple graduate of the University of Oklahoma, having obtained his Bachelor of Arts, Master of Business Administration, and Juris Doctor degrees from OU. Prior to practicing law, Travis managed the finances and business operations of a successful construction supply company for several years. This insight into sophisticated business dealings, contractual issues, and strategic planning makes him uniquely qualified to handle a wide range of legal matters. Travis lives in Norman with his wife, Haley, dogs, Walter and Poppy, and cat, Ernest. Outside of the office, Travis enjoys playing golf and reading.

Justin Camper is a small business and trademark attorney, entrepreneur, public speaker, and writer. Justin has been practicing law close to 5 years and has done various areas of law from criminal work as a Prosecutor, to business and civil litigation at private law firms.

Bolaji O. Okunnu is an entertainment lawyer and founder of the Okunnu Law Group, PLLC based in New York, New York. His practice includes work in the area of copyright, trademark, contract, intellectual property and business law. As an entertainment attorney, Bolaji represents a diverse roster of celebrities, record labels, music publishers, artists, bands, entrepreneurs, authors, songwriters, artist managers, record producers and entertainment executives concerning their intellectual property, business affairs and creative assets. He is an expert at solving complex and sophisticated legal and business issues relating to contracts, copyrights and trademarks. With his background in both the law and the music business, he brings a broad perspective to problem-solving and business plan strategies. He also has an extraordinary ability to speak to the hearts of creatives while helping them discover their voice and clarify their creative dreams and assignments.

I love to learn, and I love solving problems. That's why I became a lawyer, and learned to solve legal problems for individuals and businesses and help them fix things when there's a snag. Touch base if you think I could have something to offer for you or your company. Experienced, results-oriented legal professional whose background and education have established him as a valuable resource in areas of corporate law, franchising, litigation, compliance, mortgages and banking, and more. Practice Areas Include: Corporate law, Franchising, Litigation, real estate, corporate law, civil disputes, insurance representation, corporate counseling, dispute resolution, risk management, regulatory counsel, compliance. Experience involves sophisticated as well as routine corporate structuring and transactions, simple and complex litigation, and written and oral advocacy such as depositions, mediated settlement conferences, trials, appeals, written pleadings and discovery, and case strategy and analysis. Experience managing and litigating disputes between parties and negotiating settlements across the spectrum of civil litigation, including probative discovery, successful motions practice, legal research and writing, appellate practice, and legal consultation to individuals and business entities. Further experience includes digesting and monitoring updates to the legal landscape to advise clients or departments and successfully adapt policies and procedures to assure compliance with applicable laws and regulations as well as to manage risk effectively. For those needing a skilled commercial or corporate lawyer, or for individuals whose rights need persuasive advocacy, I am a valuable resource. Representative work also has involved success on the appellate level, as in Baker Construction Company, Inc. v. City of Burlington and Hawthorne, LLC, North Carolina COA09-13.

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Assignment of Partnership Interest Agreement

An assignment of partnership interest agreement occurs when a partner sells their stake in a partnership to a third party. The assignment document records the details of the transfer to the new partner. The new partner will receive the business partnership’s benefits and obligations (including profits and losses) in exchange for compensation to the previous partner.

An assignment of partnership interest agreement is a type of business structure in which two or more people or entities own and operate a business. When one owner sells their stake in the partnership to a third party, an assignment of partnership interest records the transaction to the new partner. The assignment of partnership interest involves two parties: the assignor or the partner transferring their stake and the assignee, the new partner. The document that details the transaction needs to include the following information:

Information about the partnership like the name of the business
The type of interest being transferred
The names and information of both the assignor and the assignee
Information about the remaining partners

Members of an assignment of partnership interest agreement often need to transfer some or all of their stake to a new partner. Doing so can be a delicate process because it affects the partnership as a whole, not just the seller and the buyer. To make the transaction as transparent as possible and to satisfy potential requirements in the partnership articles, the transfer should be recorded in an assignment of partnership interest agreement. As the document’s name implies, its successful execution transfers a portion of the interest in the partnership from a current partner to a new partner.

The assignment of partnership interest agreement definition is a portion of the common law that is in charge of transferring the rights of an individual or party to another person or party. Moreover, the assignment of partnership interest agreement is often seen in real estate but can occur in other contexts as well. An assignment is just the contractual transfer of benefits that will accrue or have accrued. Obligations don’t transfer with the benefits of an assignment. The assignor will always keep the obligations.

What is an assignment of partnership interest agreement?

The assignment of partnership interest agreement is a legal document establishing the terms under which stake in a partnership is transferred from an assignor to an assignee. In other words, the new partner (assignee) acquired the right to receive benefits from the partnership per stake granted.

The particulars of the assignment of partnership interest agreement respond, in large part, to the type of partnership in question. In some case, the assignment of the partnership agreement under which the partnership is formed doesn’t allow for a transfer of interest to new members or does so only under specific circumstances. It is also worth noting that a partnership carries both rights and responsibilities. A new partner who receives an interest in the partnership assumes all the assignment of partnership interest agreement obligations. Nonetheless, some states place limitations on assignees’ rights that don’t recognize them on equal footing as the founding partners.

An assignment of partnership interest agreement occurs when one party to an existing contract (the “assignor”) hand off the contract’s obligations and benefits to another party (the “assignee”). Ideally, the assignor wants the assignee to step into his shoes and assume all of his contractual obligations and rights. In order to do that, the other party to the contract must be properly notified. Read on to learn how assignments work, including how to keep an assignment option out of your contract.

What is a partnership?

A partnership is a type of business organization where two or more individuals or business entities operate a business with the goal of making a profit. Each partner typically has rights and obligations enforced by a Partnership Agreement including liabilities and rights to profits of the business.

Who are the parties in an assignment of partnership interest agreement?

There are two parties in the assignment of partnership interest agreement: assignor and assignee. The assignor is the business partner who is transferring their rights in the partnership in exchange for compensation. The assignee is a new partner who purchases the previous partner’s interest in the partnership.

Do other partners have a say in who buys the interest in a partnership?

If there is an assignment of partnership interest agreement in place the answer is most likely, yes. An assignment of partnership interest agreement governing the activities of the partnership and conduct of the partners will often place some restrictions on the nature of the interest which may be acquired.

For example, the transferring partner might be limited to transferring only their economic interests and rights which would prevent the recipient of transferred interest from becoming a full partner (with voting rights and managerial input) by assignment alone. Full admission to the partnership would be decided by the remaining partners based on the terms of the assignment of partnership interest agreement.

The category of assignee is something else the partnership might have good reason for restricting. For example, federal tax audit rules introduced in 2018 mean that partnerships will be treated as taxable entities if one or more of the partners is itself a partnership, a trust, or an LLC. To avoid such tax consequences, and preserve individual tax treatment for the partners, the partnership agreement might prohibit assignments of partnership interest may be sold to any such business entity.

How is an assignment of partnership interest under an assignment of partnership interest agreement created?

To create an assignment of partnership interest under an assignment of partnership interest agreement, there should be a drafted document that records the transfer of rights and benefits from one partner to another and the exchange of compensation.

The partnership interest document under the assignment of partnership interest agreement should include:

Type of interest: either full partnership interest or limited to the economic rights in distribution
Partnership information: partnership name (e.g., Smith and Associates), establishment date, and purpose
Assignor details: name, address, and type of party (individual or business entity) of the partner transferring rights and benefits to a new partner
Assignee details: name, address, and type of party of the new partner receiving rights and benefits of the assignor
Remaining partner details (if applicable): name, address, and type of party of other partners still part of the partnership
Consideration details: a description of the price and agreed value to be exchanged for interest in the partnership (e.g., a monetary value or shares in stock)
Signing details: witness signatures (if applicable), party signatures, and the signing date

Common sections in assignment of partnership interest agreements

Below is a list of common sections included in assignment of partnership interest agreement. These sections are linked to the below sample agreement for you to explore.

Assignment of Partnership Interest
Consideration
Agreement to be Bound
Registration of Partnership Interests
Representations and Warranties of Assignee
Binding Effect
Severability
Counterparts
Governing Law

Security agreement under assignment of partnership interest agreement

A part of contract law that is responsible for financial transactions is a security agreement which is often under the assignment of partnership interest agreement. These are also called a secured transaction and include a grantor that promises collateral to the grantee. In contract law, the security under the assignment of partnership interest agreement doesn’t cover actual real estate or land. Instead, this agreement covers stock, vehicle, livestock, or another type of personal property. In a security agreement under the assignment of partnership interest agreement, in the case where a grantee already has the collateral, the grantor can verbally acquire the transaction.

However, it’s preferred to have a security agreement under the assignment of partnership interest agreement that is written down instead of having a verbal agreement, just in case there’s a disagreement among the parties. Both a security agreement and an assignment may apply to a variety of property rights.

Example of using assignment of partnership interest agreement and security agreements in property rights

As an example, the assignment of partnership interest agreement may cover the promise to use stocks as collateral or to transfer the rights of stock investments. It may also be possible for the agreements to include properties that are less tangible. The assignment of partnership interest agreement may apply to creative rights, such as film production or written works. If it is a case of creative rights, any benefits often include future revenue that may be earned from the distribution or sale of said works.

Assistance from an attorney regarding an assignment of partnership interest agreement

You may want to hire an attorney to help you draft a security agreement, legal assignment, and assignment of partnership interest agreement. There are other services that you might want to use that don’t cost as much but will still help you draft your contracts. The following are ways to save money while drafting a contract:

Buy software with a template that creates security agreements and assignments.
Buy a generic contract form at the bookstore.
Buy a book with advice.
Unless your background includes knowing particular legal knowledge about security agreements and assignments, you’ll want to talk to an attorney before you use any contract forms that are self-generated. Both security agreements and assignments are complicated areas of contract law.

Lease under assignment of partnership interest agreement

An agent is someone who is licensed by the state where a property is established to aid in real-estate transactions such as leases, assignments, and property sales. An agent is usually either an attorney, sales agent, or real estate broker. The tenant from the initial lease is the assignor, and he transfers his whole interest to another person. The assignee obtains the lease interest from the assignor or original tenant and will become the new tenant.

Consideration is what the assignor gets from the assignee for transferring the lease interest to the assignee. The consideration is often a certain amount of money. Interests that other people hold are encumbrances, and they can affect the title and possibly the possession and use of the property by the assignee and the assignor.

If the property in question is a residential unit that’s above a commercial property, the lease is considered to be a residential one, even though the property is in a commercial building. The governing law is that of the jurisdiction in which the property is located, no matter what jurisdiction the landlord, assignee, and assignor reside in. The assignee is allowed to receive a copy of the master lease. The assignor can either give the assignee a copy directly or include the copy with the lease assignment.

If the assignor isn’t liable for the assignee’s conduct, the landlord will need to go after the assignee if he or she causes property damage. However, if the assignor has liability for the conduct of the assignee, the landlord may then ask for compensation from both the assignee and assignor should the assignee cause any damage to the property.

How an assignment of partnership interest agreement works

How an assignment of partnership interest agreement plays out depends on many factors, especially the language of the contract. Some contracts may contain a clause prohibiting assignment; other contracts may require the other party to consent to the assignment.

Here’s an example of a basic assignment of partnership interest agreement: Tom contracts with a dairy to deliver a bottle of half-and-half to Tom’s house every day. The dairy assigns Tom’s contract to another dairy, and–provided Tom is notified of the change and continues to get his daily half-and-half–his contract is now with the new dairy.

An assignment of partnership interest agreement doesn’t always relieve the assignor of liability. Some contracts may include a guarantee that, regardless of an assignment, the original parties (or one of them) guarantees performance (that is, that the assignee will fulfill the terms of the contract).

When assignment of partnership interest agreement will not be enforced

An assignment of partnership interest agreement will not be enforced in the following situations. The contract prohibits assignment. Contract language, typically referred to as an anti-assignment clause, can prohibit (and “void”) any assignments. We provide a sample, below.

The assignment of partnership interest agreement materially alters what’s expected under the contract

If the assignment of partnership interest agreement affects the performance due under the contract, decreases the value or return anticipated, or increases the risks for the other party to the contract (the party who is not assigning contractual rights), courts are unlikely to enforce the arrangement. For instance, if Tom’s local, organic dairy assigned the contract to a factory farm dairy, this would be considered a material alteration.

The assignment of partnership interest agreement violates the law or public policy

Some laws limit or prohibit assignments. For example, many states prohibit the assignment of future wages by an employee, and the federal government prohibits the assignment of certain claims against the government. Other assignments, though not prohibited by a statute, may violate public policy. For example, personal injury claims cannot be assigned because doing so may encourage litigation.

Delegation or assignment of partnership interest agreement

In some cases, a party may not wish to assign the contract but only to get somebody else to fulfill its duties. Obviously, not all duties can be delegated–for example, some personal services are usually not delegated because they are so specific in nature. For example, if you hired Ted Nugent to perform at your event, he could not arbitrarily delegate his performing duties to Lady Gaga. To prohibit one party from delegating the responsibilities of the contract, the parties should include specific language to that effect in the agreement. For example, an anti-assignment clause might state, “Neither party shall assign or delegate its rights.”

Steps in the creation of an assignment of partnership interest agreement

There are three steps to follow if you want to assign a contract.

Step 1: Examine the assignment of partnership interest agreement for any limitations or prohibitions. Check for anti-assignment clauses. Sometimes the prohibition is not a separate clause but is included in another provision. Look for language that states, “This agreement may not be assigned.” If you find such language, you may not be able to assign the agreement unless the other party consents.

Step 2: Execute an assignment of partnership interest agreement. If you are not prohibited from assigning the contract, prepare and enter into an assignment of contract: an agreement that transfers the parties’ rights and obligations.

Step 3: Provide notice to the obligor. After you have assigned your contract rights to the assignee, you should provide notice to the other original contracting party (referred to as the obligor). This notice will effectively relieve you of any liability under the contract, unless the contract says differently (for instance, if the contracts says that the assignor guarantees the performance of the assigned contract or the contract prohibits an assignment) or the assignment is prohibited by law.

Anti-assignment clauses

If you’re making a contract and you don’t want assignment to be an option, you need to clearly state that in your agreement. Below are three variations of anti-assignment clauses that can be used in a contract.

Example 1: Consent required for assignment of partnership interest agreement

Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other. Any assignment or delegation in violation of this section shall be void.

Example 2: Consent not needed for affiliates or new owners

Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other. However, no consent is required for an assignment that occurs (a) to an entity in which the transferring party owns more than 50% of the assets, or (b) as part of a transfer of all or substantially all of the assets of the transferring party to any party. Any assignment or delegation in violation of this section shall be void.

Example 3: Consent not unreasonably withheld

Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other. Such consent shall not be unreasonably withheld. Any assignment or delegation in violation of this section shall be void.

Anti-assignment clauses can also be modified to prohibit only one of the parties from assigning rights. Also, when preparing an anti-assignment clause, keep in mind that you can prevent only “voluntary” assignments; you cannot prevent assignments that are ordered by a court or that are mandatory under law–for example, in a bankruptcy proceeding.

Examples of assignment of partnership interest agreement

Assignment of partnership interest agreements is great tools for contract parties to use when they wish to transfer their commitments to a third party. Here are some examples of contract assignments to help you better understand them:

Anna signs a contract with a local trash company that entitles her to have her trash picked up twice a week. A year later, the trash company transferred her contract to a new trash service provider. This contract assignment effectively makes Anna’s contract now with the new service provider.

Hasina enters a contract with a national phone company for cell phone service. The company goes into bankruptcy and needs to close its doors but decides to transfer all current contracts to another provider who agrees to honor the same rates and level of service. The contract assignment is completed, and Hasina now has a contract with the new phone company as a result.

Assignment of partnership interest agreements in real estate

Assignment of partnership interest agreement is also used in real estate to make money without going the well-known routes of buying and flipping houses. When real estate LLC investors use an assignment of contract, they can make money off properties without ever actually buying them by instead opting to transfer real estate contracts. This process is called real estate wholesaling.

Real estate wholesaling under assignment of partnership interest agreement

Real estate wholesaling consists of locating deals on houses that you don’t plan to buy but instead plan to enter a contract to reassign the house to another buyer and pocket the profit. The process is simple: real estate wholesalers negotiate purchase contracts with sellers. Then, they present these contracts to buyers who pay them an assignment fee for transferring the contract.

This process works because a real estate purchase agreement does not come with the obligation to buy a property. Instead, it sets forth certain purchasing parameters that must be fulfilled by the buyer of the property. In a nutshell, whoever signs the purchase contract has the right to buy the property, but those rights can usually be transferred by means of an assignment of contract.

This means that as long as the buyer who’s involved in the assignment of contract agrees with the purchasing terms, they can legally take over the contract. But how do real estate wholesalers find these properties?

It is easier than you might think. Here are a few examples of ways that wholesalers find cheap houses to turn a profit on:

Direct mailers
Place newspaper ads
Make posts in online forums
Social media posts

The key to finding the perfect home for an assignment of partnership interest agreement is to locate sellers that are looking to get rid of their properties quickly. This might be a family who is looking to relocate for a job opportunity or someone who needs to make repairs on a home but can’t afford it. Either way, the quicker the wholesaler can close the deal, the better.

Once a property is located, wholesalers immediately go to work getting the details ironed out about how the sale will work. Transparency is key when it comes to wholesaling. This means that when a wholesaler intends to use an assignment of contract to transfer the rights to buy to another person, they are always upfront about during the preliminary phases of the sale.

In addition to this practice just being good business, it makes sure the process goes as smoothly as possible later down the line. Wholesalers are clear in their intent and make sure buyers know that the contract could be transferred to another buyer before the closing date arrives.

After their offer is accepted and warranties are determined, wholesalers move to complete a title search. Title searches ensure that sellers have the right to enter into a purchase agreement on the property. They do this by searching for any outstanding tax payments, liens, or other roadblocks that could prevent the sale from going through. Wholesalers also often work with experienced real estate lawyers who ensure that all of the legal paperwork is forthcoming and will stand up in court. Lawyers can also assist in the contract negotiation process if needed but often don’t come in until the final stages. If the title search comes back clear and the real estate lawyer gives the green light, the wholesaler will immediately move to locate an entity to transfer the rights to buy.

One of the most attractive advantages of real estate wholesaling is that very little money is needed to get started. The process of finding a seller, negotiating a price, and performing a title search is an extremely cheap process that almost anyone can do.

On the other hand, it is not always a positive experience. It can be hard for wholesalers to find sellers who will agree to sell their homes for less than the market value. Even when they do, there is always a chance that the transferred buyer will back out of the sale, which leaves wholesalers obligated to either purchase the property themselves or scramble to find a new person to complete an assignment of contract with.

Who handles assignment of contract?

The best person to handle an assignment of partnership interest agreement is an attorney. Since these are detailed legal documents that deal with thousands of dollars, it is never a bad idea to have a professional on your side.

Sample of an assignment of partnership interest agreement

This assignment agreement (this “Assignment Agreement”) is entered into as of [—], 2013, by and between Newcastle Investment Corp., a Maryland corporation (the “Assignor”), and New Media Investment Group, Inc., a Delaware corporation (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Stock Purchase Agreement, dated as of June 28, 2013 (as it may be amended in accordance with its terms, the “Stock Purchase Agreement”), by and among Dow Jones Ventures VII, Inc. (“Seller”), Dow Jones Local Media Group, Inc. (the “Company”), the Assignor, and, solely with respect to its obligations under Sections 7.3, 7.7, 7.13, 7.14, 9.2, 9.3 and 10.2 of the Stock Purchase Agreement, Dow Jones & Company, Inc.

WHEREAS, the Assignor wishes to transfer and assign to the Assignee all of the Assignor’s rights and interests in and to, and obligations under, the Stock Purchase Agreement, and the Assignee wishes to be the assignee and transferee of such rights, interests and obligations;

WHEREAS, pursuant to Section 12.11 of the Stock Purchase Agreement, the Assignor may not assign any of its rights, interests or obligations under the Stock Purchase Agreement, directly or indirectly (by operation of Law or otherwise), without the prior written approval of Seller; and

WHEREAS, on September [—], 2013, Seller provided its written approval to the assignment by the Assignor of all of its rights, interests and obligations in the Stock Purchase Agreement to the Assignee.

NOW, THEREFORE, the parties hereto, intending to be legally bound, do hereby agree as follows:

Assignment and Assumption. The Assignor hereby transfers and assigns to the Assignee, and the Assignee hereby acquires from the Assignor all of the Assignor’s rights, and interests in and to the Stock Purchase Agreement, of whatever kind or nature, and the Assignee hereby assumes and agrees to perform all obligations, duties, liabilities and commitments of the Assignor under the Stock Purchase Agreement, of whatever kind or nature.
Retention of Obligations. Notwithstanding anything in this Assignment Agreement to the contrary, the Assignor shall remain obligated, as a principal and not a guarantor, to Seller with respect to all of the Assignor’s obligations, duties, liabilities and commitments under the Stock Purchase Agreement, of whatever kind or nature.
Effectiveness. This Assignment Agreement shall be effective as of the date set first set forth above.
Governing Law; Binding Effect. This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such state without giving effect to the choice of law principles of such state that would require or permit the application of the laws of another jurisdiction.
Counterparts. This Assignment Agreement may be executed in one or more counterparts, including facsimile counterparts, each of which shall be deemed to be an original copy of this Assignment Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement. Delivery of such counterparts by facsimile or electronic mail (in PDF or .tiff format) shall be deemed effective as manual delivery.

https://www.rocketlawyer.com/business-and-contracts/business-operations/contract-management/document/assignment-agreement

https://www.contractscounsel.com/b/assignment-of-contract

https://eforms.com/assignment/

https://www.sec.gov/Archives/edgar/data/1579684/000119312513435497/d603516dex1031.htm

https://www.upcounsel.com/assignment-agreement-definition#:~:text=The%20assignment%20agreement%20definition%20is%20a%20portion%20of%20the%20common,in%20other%20contexts%20as%20well .

https://www.nolo.com/legal-encyclopedia/assignment-of-contract-basics-32643.html

https://law.lis.virginia.gov/vacode/title50/chapter2.1/section50-73.45/

https://www.lawinsider.com/clause/assignment-of-partnership-interests

https://law.justia.com/codes/indiana/2012/title23/article16/chapter8

https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXV/Chapter109/Section40

https://www.googleadservices.com/pagead/aclk?sa=L&ai=DChcSEwid3qm5_M77AhXFDAYAHdCHAKEYABAAGgJ3cw&ohost=www.google.com&cid=CAESbeD2va9R09-GFddnmxxSa88fkzjuwje7mEvH-KyXlO68Nbaa90Eqy-QERilf7ySpZDCcfxA1VL60uPf2F3D1UIHs3fVe0tW5zYTyGpF1RnMu56nsB0RT5oqcCklDtbGWwcDXyq2vL30PkEwoOuw&sig=AOD64_248HONbK5J6wiDGdS78kDPSqOTcw&q&adurl&ved=2ahUKEwj8yaO5_M77AhWvT6QEHaqsBA0Q0Qx6BAgIEAE

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Assignment Of Partnership Interest

When you want to transfer the stake in a partnership to a new member, you’ll use an Assignment of Partnership Interest to outline the terms of the transaction.

About document

What Is an Assignment of Partnership Interest?

An Assignment of Partnership Interest is a legal document establishing the terms under which stake in a partnership is transferred from an assignor to an assignee. In other words, the new partner (assignee) acquires the right to receive benefits from the partnership per the stake granted.

The particulars of the Assignment of Partnership respond, in large part, to the type of partnership in question. In some cases, the Partnership Agreement under which the partnership is formed doesn't allow for a transfer of interest to new members or does so only under specific circumstances.

It's also worth noting that a partnership carries both rights and responsibilities. A new partner who receives an interest in the partnership assumes all the Partnership Agreement obligations, including liabilities. However, some states place limitations on assignees' rights that don't recognize them on equal footing as the founding partners.

Other Names for Assignment of Partnership Interest

Depending on your state, an Assignment of Partnership Interest may also be known as:

Transfer of Partnership Interest

Partnership Interest Transfer Form

Transfer of Share in Partnership

Who Needs an Assignment of Partnership Interest

Most of the time, an Assignment of Partnership Interest is drafted by a partnership member who's looking to transfer their stake in a partnership. However, the interest assignee could also create the form if they believe specific clauses need to be included.

Other current members of the partnership are also typically involved in creating the document to ensure it's in line with the terms established in the Partnership Agreement. The terms of the agreement frequently place restrictions on the type and amount of interest transferred by each partner.

Situations calling for a transfer of interest may include the business's cash flow requirements, a need to reallocate business assets, changes in the overall partnership strategy, and changes in the regulatory landscape, among others.

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How to Create an Assignment of Partnership Interest with 360 Legal Forms

An Assignment of Partnership Interest needs to satisfy several parties. The assignor and assignee need to have their rights protected, and it must fall within the terms of the original Partnership Agreement. It's essential to use a form addressing all the details involved.

Let 360 Legal Forms help with our extensive library of attorney-vetted legal forms. The process is fast and easy. All you have to do is fill out our easy-to-understand questionnaire. Once complete, simply download your form as a PDF or Word document from your secure online account.

What Information Will I Need to Create My Assignment of Partnership Interest

To create your document, please provide:

Assignor: Full name and address of the partner transferring the business interest

Assignee: Full name and address of the incoming partner receiving the business interest

Partnership Details: Legal name and address of the partnership in which interest is being transferred, along with business purposes and other details

Remaining Partners: Names and addresses of the other members of the partnership

Consideration: Payment that the assignor will receive for the transfer of interest

Closing Date: When the assignment of interest will be executed

Assignment of Partnership Interest Terms

Warranties: A section of the Assignment of Partnership Interest clearly stating what the assignor promises are right about the interest and the terms of the partnership

Indemnification clause: A clause releasing each party from responsibility created by the other party's failure to act as the document requires

Implied terms: Terms and clauses including an agreement under law or custom even if they're not spelled out directly in the agreement

Exclusion clauses: A part of an agreement releasing a party from responsibility under a specific circumstance

Assignment of Partnership Interest Signing Requirements

To be legally enforceable, an Assignment of Partnership Interest must be signed by the assignor, the assignee, and all the remaining members of the partnership. If applicable, witnesses to the signing need to sign the document as well.

The signatures do not need to be notarized to be valid. However, you may choose to notarize the signatures to prevent any challenge arising at a later time.

What to Do with Your Assignment of Partnership Interest

Once the Assignment of Partnership Interest is signed (and signatures notarized if you so choose), distribute signed copies to every partnership member and the assignee. Keep a copy for your records and make sure the partnership's secretary records the transfer of interest in the minutes of the partnership. In some states, it may be necessary to file a document with the Commissioner of Corporations, and tax liabilities may arise based on the value of the interest.

Frequently Asked Questions

No. You can choose to notarize the signatures on the assignment document, but it’s not required for it to be legal and valid.

In theory, yes. However, this is not only inadvisable but could also result in legal issues down the line. Without the document to establish each party’s obligations, either may choose to back out of the transaction. Furthermore, it puts the partnership at risk, since the assignee ends up with a controlling stake in the business without explicitly being bound to the terms of the original Partnership Agreement.

When partnership interest is transferred, the assignor’s proceeds are typically treated as a capital gain/loss. But, some or all of the capital gains may end up as ordinary income if the assignor attributes it to unrealized receivables. State and local laws may also play a role and you’re well-advised to consult a tax attorney or CPA licensed to practice in your state.

Yes, the document can be used to transfer a partner’s interest to natural or legal persons in a general sense. However, it should be noted that federal tax audit rules may be affected for a partnership if one or more members is itself a partnership and the original agreement may prohibit this type of transfer specifically.

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Assignment of Membership Interest: The Ultimate Guide for Your LLC

LegalGPS : November 30, 2023 at 8:16 AM

As a business owner, there may come a time when you need to transfer ownership of your company or acquire additional members. In these situations, an assignment of membership interest is a critical step in the process. This blog post aims to provide you with a comprehensive guide on everything you need to know about the assignment of membership interest and how to navigate the procedure efficiently. So, let's dive into the world of LLC membership interest transfers and learn how to secure your business!

What is an Assignment of Membership Interest?

An assignment of membership interest is a document that allows a member of an LLC to transfer their ownership share in the company to another person or entity. This can be done in the form of a sale or gift, which are two different scenarios that generally require different types of paperwork. An assignment is typically signed by the parties involved and delivered to the Secretary of State's office for filing. However, this process can vary depending on where you live and whether your LLC has members other than yourself as well as additional documents required by state law.

Necessary Approvals and Consent

Before initiating the assignment process, it's essential to review the operating agreement of your LLC, as it may contain specific guidelines on how to assign membership interests.

Often, these agreements require the express consent of the other LLC members before any assignment can take place. To avoid any potential disputes down the line, always seek the required approvals before moving forward with the assignment process.

Impact on Ownership, Voting, and Profit Rights

It's essential to understand that assigning membership interests can affect various aspects of the LLC, including ownership, voting rights, and profit distribution. A complete assignment transfers all ownership rights and obligations to the new member, effectively removing the original member from the LLC. For example, if a member assigns his or her interest, the new member inherits all ownership rights and obligations associated with that interest. This includes any contractual obligations that may be attached to the membership interest (e.g., a mortgage). If there is no assignment of interests clause in your operating agreement, then you will need to get approval from all other members for an assignment to take place.

On the other hand, a partial assignment permits the original member to retain some ownership rights while transferring a portion of their interest to another party. To avoid unintended consequences, it's crucial to clearly define the rights and responsibilities of each party during the assignment process.

Types of Membership Interest Transfers

Membership interest transfers can be either complete or partial, depending on the desired outcome. Understanding the differences between these two types of transfers is crucial in making informed decisions about your LLC.

Complete Assignment

A complete assignment occurs when a member transfers their entire interest in the LLC to another party, effectively relinquishing all ownership rights and obligations. This type of transfer is often used when a member exits the business or when a new individual or entity acquires the LLC.

For example, a member may sell their interest to another party that is interested in purchasing their share of the business. Complete assignment is also used when an individual or entity wants to purchase all of the interests in an LLC. In this case, the seller must receive unanimous approval from the other members before they can transfer their entire interest.

Partial Assignment

Unlike a complete assignment, a partial assignment involves transferring only a portion of a member's interest to another party. This type of assignment enables the member to retain some ownership in the business, sharing rights, and responsibilities proportionately with the new assignee. Partial assignments are often used when adding new members to an LLC or when existing members need to redistribute their interests.

A common real-world example is when a member receives an offer from another company to purchase their interest in the LLC. They might want to keep some ownership so that they can continue to receive profits from the business, but they also may want out of some of the responsibilities. By transferring only a partial interest in their membership share, both parties can benefit: The seller receives a lump sum payment for their share of the LLC and is no longer liable for certain financial obligations or other tasks.

How to Draft an Assignment of Membership Interest Agreement

A well-drafted assignment of membership interest agreement can help ensure a smooth and legally compliant transfer process. Here is a breakdown of the key elements to include in your agreement, followed by a step-by-step guide on drafting the document.

Key elements to include:

The names of the assignor (the person transferring their interest) and assignee (the person receiving the interest)

The name of your LLC and the state where it was formed

A description of the membership interest being transferred (percentage, rights, and obligations)

Any required approvals or consents from other LLC members

Effective date of the assignment

Signatures of all parties involved, including any relevant witnesses or notary public

Step 1: Gather Relevant Information

Before you begin drafting the agreement, gather all pertinent data about the parties involved and the membership interest being transferred. You'll need information such as:

The names and contact information of the assignor (the person transferring their interest) and assignee (the person receiving the interest)

The name and formation details of your LLC, including the state where it was registered

The percentage and value of the membership interest being transferred

Any specific rights and obligations associated with the membership interest

Step 2: Review the LLC's Operating Agreement

Examine your LLC's operating agreement to ensure you adhere to any predetermined guidelines on assigning membership interests. The operating agreement may outline specific procedures, required approvals, or additional documentation necessary to complete the assignment process.

If your LLC doesn't have an operating agreement or if it's silent on this matter, follow your state's default LLC rules and regulations.

Step 3: Obtain Necessary Approvals and Consents

Before drafting the assignment agreement, obtain any necessary approvals or consents from other LLC members as required by the operating agreement or state law. You may need to hold a members' meeting to discuss the proposed assignment and document members' consent in the form of a written resolution.

Step 4: Outline the Membership Interest Being Transferred

Detail the membership interest being transferred in the Assignment of Membership Interest Agreement. Specify whether the transfer is complete or partial, and include:

The percentage of ownership interest being assigned

Allocated profits and losses, if applicable

Voting rights associated with the transferred interest

The assignor's rights and obligations that are being transferred and retained

Any capital contribution requirements

Step 5: Determine the Effective Date of the Assignment

Set an effective date for the assignment, which is when the rights and obligations associated with the membership interest will transfer from the assignor to the assignee.

This date is crucial for legal and tax purposes and helps both parties plan for the transition. If you don’t specify an effective date in the assignment agreement, your state's law may determine when the transfer takes effect.

Step 6: Specify Conditions and Representations

In the agreement, outline any conditions that must be met before the assignment becomes effective. These could include obtaining certain regulatory approvals, fulfilling specific obligations, or making required capital contributions.

Additionally, you may include representations from the assignor attesting that they have the legal authority to execute the assignment. Doing this is important because it can prevent a third party from challenging the assignment on grounds of lack of authority. If the assignor is an LLC or corporation, be sure to specify that it must be in good standing with all necessary state and federal regulatory agencies.

Step 7: Address Tax and Liability Issues

Clearly state that the assignee will assume responsibility for any taxes, liabilities, and obligations attributable to the membership interest being transferred from the effective date of the assignment. You may also include indemnification provisions that protect each party from any potential claims arising from the other party's actions.

For example, you can include a provision that provides the assignor with protection against any claims arising from the transfer of membership interests. This is especially important if your LLC has been sued by a member, visitor, or third party while it was operating under its current management structure.

Step 8: Draft the Entire Agreement and Governing Law Clauses

In the closing sections of the assignment agreement, include clauses stating that the agreement represents the entire understanding between the parties concerning the assignment and supersedes any previous agreements or negotiations. Specify that any modifications to the agreement must be made in writing and signed by both parties. Finally, identify the governing law that will apply to the agreement, which is generally the state law where your LLC is registered.

This would look like this:

Step 9: Review and Sign the Assignment Agreement

Once you've drafted the Assignment of Membership Interest Agreement, ensure that all parties carefully review the document to verify its accuracy and completeness. Request a legal review by an attorney, if necessary. Gather the assignor, assignee, and any necessary witnesses or notary public to sign the agreement, making it legally binding.

Sometimes the assignor and assignee will sign the document at different times. If this is the case, then you should specify when each party must sign in your Assignment Agreement.

Importance of a Professionally-drafted Contract Template

To ensure a smooth and error-free assignment process, it's highly recommended to use a professionally-drafted contract template. While DIY options might seem tempting, utilizing an expertly-crafted template provides several distinct advantages.

Advantages of using a professionally-created template:

Accuracy and Compliance: Professionally-drafted templates are designed with state-specific regulations in mind, ensuring that your agreement complies with all necessary legal requirements.

Time and Cost Savings: With a pre-written template, you save valuable time and resources that can be better spent growing your business.

Reduced Legal Risk: Legal templates created by experienced professionals significantly reduce the likelihood of errors and omissions that could lead to disputes or litigations down the road.

How our contract templates stand out from the rest:

We understand the unique needs of entrepreneurs and business owners. Our contract templates are designed to provide a straightforward, user-friendly experience that empowers you with the knowledge and tools you need to navigate complex legal processes with ease. By choosing our Assignment of Membership Interest Agreement template, you can rest assured that your business is in safe hands. Click here to get started!

Frequently Asked Questions (FAQs) about Assignment of Membership Interest

As you embark on the journey of assigning membership interest in your LLC, here are some frequently asked questions to help address any concerns you may have:

Is an assignment of membership interest the same as a sale of an LLC? No. While both processes involve transferring interests or assets, a sale of an LLC typically entails the sale of the entire business, whereas an assignment of membership interest relates to the transfer of some or all membership interests between parties.

Do I need an attorney to help draft my assignment of membership interest agreement? While not mandatory, seeking legal advice ensures that your agreement complies with all relevant regulations, minimizing potential legal risks. If you prefer a more cost-effective solution, consider using a professionally-drafted contract template like the ones we offer at [Your Company Name].

Can I assign my membership interest without the approval of other LLC members? This depends on your LLC's operating agreement and state laws. It's essential to review these regulations and obtain any necessary approvals or consents before proceeding with the assignment process.

Do you need a lawyer for this?

The biggest question now is, "Do you need to hire a lawyer for help?" Sometimes, yes ( especially if you have multiple owners ). But often for single-owner businesses, you don't need a lawyer to start your business .

Many business owners instead use tools like Legal GPS for Business , which includes a step-by-step, interactive platform and 100+ contract templates to help you start and grow your company.

We hope this guide provides valuable insight into the process of assigning membership interest in your LLC. By understanding the legal requirements, implications, and steps involved, you can navigate this essential task with confidence. Ready to secure your business with a professionally-drafted contract template? Visit our website to purchase the reliable and user-friendly Assignment of Membership Interest Agreement template that enables your business success.

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Assignment of partnership interest is a legal document transferring the rights from the initial business owner to a new business owner. This documentation involves two parties, which are the assignor (the party transferring the ownership) and the assignee (the party receiving the ownership).

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Free Assignment of Partnership Interest Template for Microsoft Word

Download this free Assignment of Partnership Interest template as a Word document to make it easy to assign your interest in a partnership to a third party.

Assignment of Partnership Interest

THIS ASSIGNMENT (the “Assignment”) made and entered into on [Insert Date]

AMONGST: [Insert Name] of [Insert Address] (the “Assignor”)

– AND- [Insert Name] of [Insert Address] (the “Assignee”)

– AND-

[Insert Name] of [Insert Address] (the “Remaining Partner”)

A. The Assignor is the holder of a partnership interest (the “Interest”) in [Insert name of partnership interest] (the “Partnership”), a partnership previously established on [Insert date of initial partnership agreement] for the purpose of and formed in accordance with an agreement (the “Partnership Agreement”).

B. The Assignor desires to assign the Interest to the Assignee and the Assignee desires to acquire the Interest from the Assignor.

C. The Interest acquired by the Assignee will include all rights in the Partnership previously afforded to the Assignor including the status as partner. The Remaining Partner has agreed and gives consent to such assignment according to the terms and conditions of this Assignment.

IN CONSIDERATION OF and as a condition of the parties entering into this Assignment and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Assignment agree as follows:

Sale and Purchase

1. By this Assignment the Assignor withdraws from the Partnership and to the fullest extent permitted by the Partnership Agreement, assigns all its rights, interests, title and benefits in the Partnership to the Assignee. The Assignee will become a partner in the Partnership taking the place of the Assignor in the Partnership with all the rights and obligations previously afforded to the Assignor. The Assignee, as a partner in the Partnership, will be bound by the terms and conditions of the Partnership Agreement as amended. On assignment of the Interest to the Assignee, the Assignor will cease to be a partner in the Partnership.

Consideration

2. As full consideration for the assignment of the Interest the Assignee has submitted and the Assignor has accepted the following consideration: [Enter consideration]

3. The closing of the purchase and sale of the Interest (the “Closing”) will take place on [Insert closing date] (the “Closing Date”) at the offices of the Assignor or at such other time and place as the Assignor and Assignee mutually agree.

Representations and Warranties of the Assignor

4. The Assignor warrants that the Assignor has a general partnership interest in the Partnership and that the Assignor has the legal right to execute and perform an assignment of the Interest exclusive of the Assignor’s status as partner.

5. The Assignor warrants that the Interest is free and clear of all liens, encumbrances, restrictions and claims.

6. The Assignor warrants that on completion of this Assignment the Assignor will retain no residual interest or interests in the Partnership.

7. The Assignor warrants that the Assignor is not in any way in default of any of the expressed or implied terms and conditions of the Partnership Agreement. The Assignor also warrants that this Assignment is in full compliance with all terms and conditions of the Partnership Agreement.

8. The Assignor warrants that the Assignor is not bound by any other contractual agreement or legal requirement that would be violated by this Assignment.

9. The Assignor warrants that it has provided the Assignee with the most current copy of the Partnership Agreement inclusive of all amendments.

10. The Assignor warrants that no other consent is required from any third party or government entity authorising this Assignment except for those consents of the Remaining Partner contained in this Assignment.

Assignee’s Obligations

11. On Closing of this Assignment, the Assignee will observe and perform any and all terms and conditions of the Partnership Agreement, relating to the newly acquired rights, that were previously binding on the Assignor. Transitional Rights and Obligations

12. To the full extent permitted by the Partnership Agreement, all income, rights, benefits, obligations and liabilities of the Interest will belong to the Assignor before the Closing and will transfer to the Assignee after the Closing. Consent of Remaining Partner

13. The Remaining Partner consents to the terms and conditions of this Assignment with the intent that the Assignee will become a partner in the Partnership with all of the rights, benefits, obligations and liabilities previously afforded to the Assignor under the Partnership Agreement as amended.

Governing Law and Jurisdiction

14. This Assignment will be construed in accordance with, and exclusively governed by the laws of the [Insert state or country].

15. The Assignor and the Assignee submit to the jurisdiction of the courts of the [Insert state or country] for the enforcement of this Assignment or any arbitration award or decision arising from this Assignment.

Miscellaneous

16. Time is of the essence in this Assignment.

17. This Assignment may be executed in counterpart. Facsimile signatures are binding and are considered to be original signatures.

18. All warrants and representations of the Assignor and the Assignee connected with this Assignment will survive the Closing.

19. This Assignment will not be assigned either in whole or in part by any party to this Assignment without the written consent of the other party.

20. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Assignment. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

21. If any term, covenant, condition or provision of this Assignment is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Assignment will in no way be affected, impaired or invalidated as a result.

22. This Assignment contains the entire agreement between the parties. All negotiations and understandings have been included in this Assignment. Statements or representations which may have been made by any party to this Assignment in the negotiation stages of this Assignment may in some way be inconsistent with this final written Assignment. All such statements are declared to be of no value in this Assignment. Only the written terms of this Assignment will bind the parties.

23. This Assignment and the terms and conditions contained in this Assignment apply to and are binding upon the Assignor, the Assignee, the Remaining Partner and their respective successors, assigns, executors, administrators, beneficiaries, and representatives.

24. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Assignment or as the parties may later designate in writing.

25. All of the rights, remedies and benefits provided by this Assignment will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the Assignor, the Assignee and the Remaining Partner have duly affixed their signatures under hand and seal on [Insert date]

_____________________________ WITNESS: ___________________________ Address: _____________________________ Occupation: __________________________ _____________________________ ______________________________

Assignment of Interest In LLC: Everything You Need to Know

Assignment of interest in LLCs happens when a member communicates to other members his/her intention to transfer part or all of his ownership rights in the LLC to another entity. 3 min read updated on February 01, 2023

Updated October 28, 2020:

Assignment of interest in LLCs happens when a member communicates to other members his/her intention to transfer part or all of his ownership rights in the LLC to another entity. The assignment is usually done as a means for members to provide collateral for personal loans, settle debts, or leave the LLC. The member (assignor) and the person assigned (assignee) sign a document called the Membership Assignment of Interest.

Why a Member May Want to Assign Interest

A member may choose to assign interest for a number of reasons.

The assignment of interest may happen as collateral to a loan to one of the members.
Some members can assign interest to settle debts. The assignment will be effective until the debt is cleared.
An assignment of interest can also' be done to a member's legal heirs , going into effect upon the death of a member.

The Rights and Limitations of the Assignee

The laws governing LLC membership interest assignments vary considerably from one state to another.

Most states prohibit the assignee from participating in the LLC's operations or decisions unless the Articles of Organization have this provision.
An assignee is protected from liability from the assignor until the assignee becomes a member in most states. However, the law in a few states, including California and Florida, states that the assignee does get the assignor's liability.
Should the assignee become a member after the assignment, he is only entitled to the rights and restrictions the assignor had.
The assignment usually gives the assignee the right to receive the assignor's share of the profits — but not necessarily the other rights.

The Rights and Limitations of the Assignor

In many states, all LLC members have the right to assign membership interest.
In most states, assigning interest does not necessarily lead to forfeiting of voting and management rights and can be temporary. Texas law, on the other hand, states that the assignor ceases to be a member of the LLC after the assignment.

The Rights and Limitations of Other Members

All members of the LLC have to be notified of any type of assignment.
Some states require the assignment of interest to be approved by all members.
The new person who has been assigned interest does not necessarily become a member even if the assigner has decided to leave the LLC. The other members can decide whether to admit the assignee as a member or not. Should a member assign interest without the input of other members, the interest is normally limited to financial benefits.
In a two-member LLC, one member can easily transfer the interest to the other.

The Membership Interest Assignment Document

The LLC's operating agreement should explain the rights of members on issues of transfer of interest, and the agreement should be followed during the assignment process. The Membership Interest Assignment acts as a record of the agreement, and the LLC normally keeps a copy of the document. The law in most states does not provide a formal template of the Membership Interest Assignment document but lists what should be included in the document. The document should have the following details:

Percentage of interest that will go to the assignee
Whether the assignee will have voting rights
The signatures of the assignor and the assignee

Assignment of Interest Versus Selling Ownership Stake

The assignment of interest is typically different from selling the ownership stake . Selling a member's ownership stake in the LLC requires unanimous approval by the other members. A departing member may also assign his membership to another member.

If a member is being paid to transfer interest, this is treated for tax purposes as a sale, and the selling member's gains might be liable to capital gains tax. Even if a departing member is not paid for his interest, if the departure results in the assignee getting the departing members' share of liability, the departure is seen as an exchange or sale.

Assignment of Interest Versus Abandoning an LLC

If a member wants to withdraw interest in an LLC, he/she can choose to simply legally abandon the LLC in most states. The abandoning member should give some kind of notice to the other members explaining that he is abandoning membership. Abandoning membership does not usually require the approval of other members.

Abandoning an LLC does not absolve the member of liability he/she may have incurred when still a member.

If you need help with the assignment of interest in LLCs, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

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Content Approved by UpCounsel

LLC Membership Interest Transfer Agreement
What Is the Definition of Assigns
Assignment of Interest
Assignment Law
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Assignment of Partnership Interest

Transfer of a partner’s interest does not

Result in loss of rights (other than the right to transfer the interest)
Excuse a partner’s performance of duties and obligations
Make the recipient (e.g., a person or estate) a partner
Dissociate or dissolve the partnership

Partnership rights may be assigned without the dissolution of the partnership. The assignee is entitled only to the profits the assignor would normally receive. The assignee does not automatically become a partner and would not have the right to participate in managing the business or to inspect the books and records of the partnership.

A partner’s transferable interest consists of a partner’s share of partnership profits and losses and the right to receive distributions. Partners may sell or otherwise transfer (assign) their interests to the partnership, another partner, or a third party without loss of the rights and duties of a partner (except the interest transferred). Moreover, unless all the other partners agree to accept the assignee as a new partner, the assignee does not become a partner in the firm. Without partnership status, the assignee has no obligation for partnership debts.

A partner may assign his or her interest in the partnership but is not allowed to assign rights in specific partnership property. A partner’s individual creditors may not attach partnership property but may charge a partner’s interest in the partnership. Only a claim against the entire partnership allows specific partnership property to be attached.

The assignment transfers the assignor’s interest in partnership profits and losses and the right to distributions.

Dissociation and Dissolution of Partnership
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Tax issues to consider when a partnership interest is transferred.

By Colleen McHugh - Co‑Partner‑in‑Charge, Alternative Investments

There can be several tax consequences as a result of a transfer of a partnership interest during the year. This article discusses some of those tax issues applicable to the partnership.

Adjustments to the Basis of Partnership Property Upon a transfer of a partnership interest, the partnership may elect to, or be required to, increase/decrease the basis of its assets. The basis adjustments will be for the benefit/detriment of the transferee partner only.

If the partnership has a special election in place, known as an IRS Section 754 election, or will make one in the year of the transfer, the partnership will adjust the basis of its assets as a result of the transfer. IRS Section 754 allows a partnership to make an election to “step-up” the basis of the assets within a partnership when one of two events occurs: distribution of partnership property or transfer of an interest by a partner.
The partnership will be required to adjust the basis of its assets when an interest in the partnership is transferred if the total adjusted basis of the partnership’s assets is greater than the total fair market value of the partnership’s assets by more than $250,000 at the time of the transfer.

Ordinary Income Recognized by the Transferor on the Sale of a Partnership Interest Typically, when a partnership interest is sold, the transferor (seller) will recognize capital gain/loss. However, a portion of the gain/loss could be treated as ordinary income to the extent the transferor partner exchanges all or a part of his interest in the partnership attributable to unrealized receivables or inventory items. (This is known as “Section 751(a) Property” or “hot” assets).

Unrealized receivables – includes, to the extent not previously included in income, any rights (contractual or otherwise) to payment for (i) goods delivered, or to be delivered, to the extent the proceeds would be treated as amounts received from the sale or exchange of property other than a capital asset, or (ii) services rendered, or to be rendered.
Property held primarily for sale to customers in the ordinary course of a trade or business.
Any other property of the partnership which would be considered property other than a capital asset and other than property used in a trade or business.
Any other property held by the partnership which, if held by the selling partner, would be considered of the type described above.

Example – Partner A sells his partnership interest to D and recognizes gain of $500,000 on the sale. The partnership holds some inventory property. If the partnership sold this inventory, Partner A would be allocated $100,000 of that gain. As a result, Partner A will recognize $100,000 of ordinary income and $400,000 of capital gain.

The partnership needs to provide the transferor with sufficient information in order to determine the amount of ordinary income/loss on the sale, if any.

Termination/Technical Termination of the Partnership A transfer of a partnership interest could result in an actual or technical termination of the partnership.

The partnership will terminate on the date of transfer if there is one tax owner left after the transfer.
The partnership will have a technical termination for tax purposes if within a 12-month period there is a sale or exchange of 50% or more of the total interest in the partnership’s capital and profits.

Example – D transfers its 55% interest to E. The transfer will result in the partnership having a technical termination because 50% or more of the total interest in the partnership was transferred. The partnership will terminate on the date of transfer and a “new” partnership will begin on the day after the transfer.

Allocation of Partnership Income to Transferor/Transferee Partners When a partnership interest is transferred during the year, there are two methods available to allocate the partnership income to the transferor/transferee partners: the interim closing method and the proration method.

Interim closing method – Under this method, the partnership closes its books with respect to the transferor partner. Generally, the partnership calculates the taxable income from the beginning of the year to the date of transfer and determines the transferor’s share of that income. Similarly, the partnership calculates the taxable income from the date after the transfer to the end of the taxable year and determines the transferee’s share of that income. (Note that certain items must be prorated.)

Example – Partner A transfers his 10% interest to H on June 30. The partnership’s taxable income for the year is $150,000. Under the interim closing method, the partnership calculates the taxable income from 1/1 – 6/30 to be $100,000 and from 7/1-12/31 to be $50,000. Partner A will be allocated $10,000 [$100,000*10%] and Partner H will be allocated $5,000 [$50,000*10%].

Proration method – this method is allowed if agreed to by the partners (typically discussed in the partnership agreement). Under this method, the partnership allocates to the transferor his prorata share of the amount of partnership items that would be included in his taxable income had he been a partner for the entire year. The proration may be based on the portion of the taxable year that has elapsed prior to the transfer or may be determined under any other reasonable method.

Example – Partner A transfers his 10% interest to H on June 30. The partnership’s taxable income for the year is $150,000. Under the proration method, the income is treated as earned $74,384 from 1/1 – 6/30 [181 days/365 days*$150,000] and $75,616 from 7/1-12/31 [184 days/365 days*$150,000]. Partner A will be allocated $7,438 [$74,384*10%] and Partner H will be allocated $7,562 [$75,616*10%]. Note that this is one way to allocate the income. The partnership may use any reasonable method.

Change in Tax Year of the Partnership The transfer could result in a mandatory change in the partnership’s tax year. A partnership’s tax year is determined by reference to its partners. A partnership may not have a taxable year other than:

The majority interest taxable year – this is the taxable year which, on each testing day, constituted the taxable year of one or more partners having an aggregate interest in partnership profits and capital of more than 50%.

Example – Partner A, an individual, transfers his 55% partnership interest to Corporation D, a C corporation with a year-end of June 30. Prior to the transfer, the partnership had a calendar year-end. As a result of the transfer, the partnership will be required to change its tax year to June 30 because Corporation D now owns the majority interest.

If there is no majority interest taxable year or principal partners, (a partner having a 5% or more in the partnership profits or capital) then the partnership adopts the year which results in the least aggregate deferral.

Change in Partnership’s Accounting Method A transfer of a partnership interest may require the partnership to change its method of accounting. Generally, a partnership may not use the cash method of accounting if it has a C corporation as a partner. Therefore, a transfer of a partnership interest to a C corporation could result in the partnership being required to change from the cash method to the accrual method.

As described in this article, a transfer of a partnership interest involves an analysis of several tax consequences. An analysis should always be done to ensure that any tax issues are dealt with timely.

If you or your business are involved in a transfer described above, please contact your Marcum Tax Professional for guidance on tax treatment.

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2007 California Corporations Code Article 7. Assignment Of Partnership Interests

Ca codes (corp:15671-15675).

Disclaimer: These codes may not be the most recent version. California may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.

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Download Assignment of Partnership Interest Form

Assignment of Partnership Interest

Assignment of Partnership Interest Form

Use our free Assignment of Partnership Interest to sell a stake in a partnership to a new partner.

Select your state below to find a Assignment of Partnership Interest Form

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A partner uses an Assignment of Partnership Interest form to sell their interest in the partnership to a new partner. Through the Assignment of Partnership Interest, the potential new partner (known as “the assignee”) agrees to pay the current partner (known as “the assignor”) in exchange for all the financial interests and obligations included in the partnership rights.

Keep in mind that in some cases, full partnership rights cannot be sold to the new partner unless all current partners also agree. Economic partnership rights, however, can still be sold without the agreement of all partners.

What is an Assignment of Partnership Interest?

When is a partnership assignment needed, the consequences of not having a partnership assignment, common uses for an assignment of partnership interest, what should be included in a partnership assignment, what is a partnership assignment, when is a partnership assignment needed, what is the difference between a partnership assignment and a partnership agreement, do all partners need to approve a partnership assignment, what should be included in a partnership assignment, is a partnership assignment binding without consent from other partners, can an assignment of partnership interest change the partner's liability, assignment of partnership interests sample.

An Assignment of Partnership Interest is a legal document used in a partnership to transfer or assign an individual partner's ownership interest or financial stake in the partnership to another party. This assignment allows the transferring partner (the assignor) to sell, convey, or transfer their partnership interest, including their share of profits, losses, assets, and liabilities, to a third party (the assignee).

Here are key points to understand about an Assignment of Partnership Interest:

Transfer of Ownership : It represents the transfer of a portion of a partner's ownership rights and responsibilities in the partnership to another party. This transfer typically includes the right to receive a portion of the partnership's profits and losses.
Approval Required : Most partnership agreements require the consent or approval of the other partners or the partnership as a whole before a partner can assign their interest to a third party. The partnership agreement may specify the conditions under which such assignments are permitted.
Not a New Partner : The assignee does not become a partner in the partnership by acquiring the assigned interest. Instead, they typically receive the economic benefits of the partnership interest, such as their share of profits and losses.
Liabilities and Responsibilities : Depending on the partnership agreement and applicable state laws, the assignor may still retain certain liabilities and responsibilities even after the assignment. The assignor's liability to the partnership and third parties may vary based on the terms of the agreement and state laws.
Rights and Obligations : The assignee acquires the rights and obligations associated with the assigned interest as outlined in the partnership agreement. This may include the right to participate in partnership profits, decision-making, and management, as well as responsibilities related to capital contributions and partnership debts.
Consent and Documentation : The assignment process typically involves obtaining consent from the other partners or the partnership as required by the partnership agreement. Once consent is obtained, the Assignment of Partnership Interest document is executed to formalize the transfer.
Notifying the Partnership : Partnerships often require the assignor to provide written notice of the assignment to the partnership, which allows the partnership to update its records and acknowledge the new assignee.
Tax Considerations : Assigning a partnership interest may have tax implications for both the assignor and the assignee. Both parties should consult with tax professionals to understand the tax consequences of the assignment.
Effect on the Partnership : The assignment of a partnership interest does not dissolve or terminate the partnership. The partnership continues to operate with the remaining partners and the new assignee, if applicable, as outlined in the partnership agreement.
Review of Partnership Agreement : It's crucial to carefully review the partnership agreement to understand the specific terms and conditions regarding the assignment of partnership interest. The agreement may contain restrictions, procedures, and provisions related to assignments.

Assignments of partnership interest are subject to state laws, and the specific requirements and procedures may vary depending on the jurisdiction. Partners should seek legal advice and follow the provisions of their partnership agreement and applicable state laws when considering or executing such assignments.

A Partnership Assignment is typically needed in several situations within a partnership:

When an existing partner wants to sell, transfer, or assign their ownership interest (equity stake) in the partnership to another individual or entity.
When a partnership decides to admit new partners, whether through the purchase of an existing partner's interest or an infusion of new capital.
When a partner retires, resigns, or withdraws from the partnership, their ownership interest needs to be transferred to the remaining partners or a third party.
When the partnership undergoes changes in its ownership structure, such as converting from a general partnership to a limited partnership or vice versa.
When a partner wants to transfer their economic interests in the partnership (e.g., the right to receive a portion of profits and losses) to another party while retaining their management or voting rights.
In cases of partner incapacity, disability, or death, their partnership interest may be transferred to their heirs, beneficiaries, or a designated successor.
When the partnership agreement permits or requires the transfer of partnership interests under certain conditions or events, such as retirement, dissolution, or changes in ownership.
When the partnership seeks to raise capital by selling equity interests to outside investors, the assignment of partnership interests may be involved.
In situations where disputes among partners lead to the exit of one or more partners, the assignment of their interests may be part of a buyout agreement.
When the partnership undergoes a restructuring, reorganization, or merger with another entity, the assignment of partnership interests may be necessary to align with the new structure.
In cases where one partner or a group of partners wishes to consolidate ownership and acquire the interests of other partners.

It's important to note that the specific circumstances and requirements for a partnership assignment may vary based on the terms of the partnership agreement, applicable state laws, and the nature of the partnership. The partnership agreement typically outlines the procedures, conditions, and restrictions related to assignments of partnership interests. Partners should review the partnership agreement and seek legal counsel when contemplating or executing a partnership assignment to ensure compliance with all relevant requirements and to protect the interests of all parties involved.

Not having a Partnership Assignment in place when it is needed can lead to various consequences and challenges for the partnership, partners, and third parties involved. Here are some potential consequences of not having a Partnership Assignment:

Ownership and Control Disputes : Without a formal assignment process, disagreements may arise among partners and potential assignees regarding the transfer of ownership interests. This can lead to disputes and conflicts over control of the partnership.
Uncertainty : The absence of a clear assignment process can create uncertainty about the procedure for transferring partnership interests, including the required consent, documentation, and timelines.
Potential for Litigation : Disputes over ownership transfers and the lack of a formal assignment process may result in legal actions, including lawsuits between partners, assignors, and assignees.
Partner Exit Challenges : In cases of partner retirement, withdrawal, or death, the absence of a defined assignment process can complicate the exit of partners and the distribution of their interests to heirs or beneficiaries.
Estate Planning Issues : Without a clear assignment process, estate planning and the transfer of partnership interests to heirs or beneficiaries may not proceed as intended, leading to unintended consequences.
Financial Consequences : The absence of a clear assignment process may impact the valuation and sale of partnership interests, potentially affecting the fair market value and terms of such transactions.
Lack of Consistency : Inconsistencies in the treatment of partnership assignments may arise, leading to differing interpretations and practices among partners.
Compliance Risks : Failure to comply with the terms and procedures outlined in the partnership agreement for assignments may result in breaches of the agreement, exposing partners to contractual liability.
Operational Challenges : Assigning partnership interests can impact the operational dynamics of the partnership, including decision-making, profit distribution, and governance, which may become more complicated without a formal process.
Tax Implications : The absence of a clear assignment process may have unintended tax consequences for partners and assignees, potentially affecting their tax liabilities and benefits.
Dissolution Challenges : In cases where a partner exits or transfers their interest without a clear process, the partnership's ability to dissolve, liquidate, or continue operations may be uncertain.
Loss of Business Continuity : Failure to address partnership assignment issues can disrupt business continuity, especially when there is no plan for the transfer of ownership and responsibilities.
Impact on Creditors : Creditors may be affected by the lack of a formal assignment process, potentially leading to disputes over claims and assets in the event of partner insolvency or bankruptcy.
Difficulty in Attracting New Partners : The absence of a clear assignment process may deter potential investors or partners from joining the partnership, as they may be concerned about the lack of clarity in ownership transfers.

To mitigate these consequences and ensure a smooth transition of partnership interests, partnerships need to have a well-documented and legally compliant Partnership Assignment process in their partnership agreement. Additionally, consulting with legal counsel and financial advisors can help partnerships navigate assignment issues effectively and protect the interests of all parties involved.

An Assignment of Partnership Interest is a versatile legal document used in various situations within a partnership. Some of the common uses and scenarios for an Assignment of Partnership Interest include:

Change in Ownership or Investment : When an existing partner wishes to sell, transfer, or assign their ownership interest in the partnership to another party, whether an individual or entity.
Admission of New Partners : When a partnership decides to admit new partners by allowing them to acquire an existing partner's interest, invest capital, and become part of the partnership.
Retirement or Withdrawal of a Partner : When a partner plans to retire, resign, or withdraw from the partnership and their ownership interest needs to be transferred to another partner, remaining partners, or a third party.
Change in Partnership Structure : In cases where the partnership structure is changing, such as converting from a general partnership to a limited partnership or adopting a new partnership agreement.
Transfer of Economic Interests : When a partner wants to transfer their economic interests in the partnership (e.g., the right to receive a share of profits and losses) to another party while retaining their management or voting rights.
Estate Planning and Succession : In the event of partner incapacity, disability, or death, the partner's partnership interest may be transferred to their heirs, beneficiaries, or designated successors as part of estate planning or succession planning.
Buyouts and Dispute Resolution : When disputes among partners lead to one partner's exit from the partnership, and their interest is assigned or sold to the remaining partners as part of a buyout or dispute resolution process.
Capital Investment or Equity Sale : In situations where the partnership seeks to raise capital by selling equity interests to outside investors or entities, assignments of partnership interests may be involved.
Transfer of Specific Rights : When a partner assigns specific rights or obligations within their partnership interest, such as the right to participate in certain partnership decisions or receive certain benefits.
Consolidation of Ownership : In cases where one partner or a group of partners seeks to consolidate ownership by acquiring the interests of other partners.
Change in Partnership's Business Strategy : When the partnership changes its business strategy, direction, or objectives that necessitate adjustments in ownership interests.
Compliance with Partnership Agreement : When the partnership agreement permits or requires the transfer of partnership interests under certain conditions or events as specified in the agreement.
Resolution of Dissolution : In the event of a partnership's dissolution, liquidation, or winding down of operations, the assignment of partnership interests may be a part of the dissolution process.
Tax Planning and Structuring : In strategic tax planning, restructuring, or reorganization of the partnership's tax structure, assignments of partnership interests may be used to achieve specific tax goals.
Change in Partnership Governance : When changes in the management or governance structure of the partnership require updates to the ownership interests and responsibilities of partners.
Admission of Key Employees : When key employees are allowed to become partners by acquiring a portion of the partnership interest.
Transfer of Specific Assets : In some cases, partners may assign their interest to specific partnership assets rather than their entire interest.
Change in Control : When a partner's assignment of their interest leads to a change in control or decision-making authority within the partnership.

The specific circumstances and requirements for using an Assignment of Partnership Interest can vary based on the terms of the partnership agreement, applicable state laws, and the nature of the partnership. It's essential for partners to carefully review the partnership agreement, seek legal advice when necessary, and follow proper procedures to execute assignments effectively and in compliance with all relevant requirements.

A Partnership Assignment is a legally significant document that should include specific information and provisions to ensure clarity and compliance with the terms of the partnership agreement and applicable laws. Here are the key elements that should be included in a Partnership Assignment:

Names and addresses of the assigning partner (assignor) and the receiving party (assignee).
Identification of the partnership involved.
A brief introductory section (recitals) explaining the background and purpose of the assignment.
The date on which the assignment becomes effective.
A clear and specific description of the partnership interest being assigned, including the percentage or specific portion of the interest.
Details of any consideration or payment made by the assignee to the assignor in exchange for the partnership interest.
Confirmation that the assignment complies with the terms and conditions of the partnership agreement.
A statement that the assignor consents to the assignment and transfers all rights, title, and interest in the assigned partnership interest to the assignee.
Any representations and warranties made by the assignor, such as affirming that they have the legal authority to assign the interest and that it is free from encumbrances.
A statement that the assignor is not aware of any pending claims or disputes related to the assigned interest.
A provision clarifying that the assignment does not grant the assignee full partnership status unless otherwise specified in the partnership agreement.
Release language states that the assignor releases the partnership from any further obligations or liabilities related to the assigned interest.
Indemnification provisions that protect the partnership from any liabilities arising from the assigned interest.
A commitment by both parties to execute any additional documents or take further actions necessary to effectuate the assignment.
A clause specifying the governing law (e.g., the laws of a particular state) that will apply to the assignment.
A statement regarding the jurisdiction where any legal disputes arising from the assignment will be resolved.
Contact information for sending notices or communications related to the assignment.
A provision stating that the agreement may be executed in counterparts, meaning that multiple signed copies are considered equally valid.
Signature lines for the assignor and assignee, along with spaces for their names, titles (if applicable), and dates of execution.
Notarization or witness requirements, if necessary under applicable state laws or the partnership agreement.
If the partnership involves sensitive or proprietary information, consider including clauses related to confidentiality and non-disclosure.
A statement that the Assignment Agreement represents the entire understanding and agreement between the parties and supersedes any prior agreements or understandings.
A clause specifying how the assignment agreement may be amended in the future, if necessary.
A provision indicating that if any part of the assignment agreement is found to be unenforceable, the remaining provisions will remain in effect.

It's important to remember that the specific content and language of a Partnership Assignment should align with the partnership agreement's terms, state laws, and the unique circumstances of the assignment. Consulting with legal counsel experienced in partnership matters is advisable to ensure that the assignment is drafted correctly and complies with all legal requirements.

A Partnership Assignment is a legal document used to transfer or assign a partner's ownership interest or financial stake in a partnership to another party. It allows a partner to sell, convey, or transfer their share of the partnership to a third party.

A Partnership Assignment is typically needed when a partner wishes to exit the partnership, sell their partnership interest, admit a new partner, or transfer ownership for any reason outlined in the partnership agreement.

A Partnership Assignment is a document used to transfer ownership interests within an existing partnership. In contrast, a Partnership Agreement is the original document that outlines the terms and conditions of the partnership, including how assignments will be handled.

The approval requirements for a Partnership Assignment are typically outlined in the partnership agreement. Some agreements may require unanimous consent, while others may allow assignments with a majority vote. The specific requirements can vary.

A Partnership Assignment should include details such as the parties' information, the description of the interest being assigned, the consideration (if any), representations and warranties, and provisions related to consent, indemnification, and governing law. It should align with the partnership agreement's terms.

In most cases, consent from the other partners or the partnership as a whole is required for a Partnership Assignment to be binding. The partnership agreement will specify the consent requirements.

The liability of a partner may still be governed by the partnership agreement and applicable state laws, even after an assignment. The agreement may specify whether the assignor retains liability for partnership obligations.

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There Were Over 36 Million Reports of Suspected Child Sexual Exploitation in 2023, More Than Twice the Number Reported in 2019

Department’s New Know2Protect.gov Campaign to Provide Young People, Parents, Community Leaders, and Educators with Resources to Better Prevent and Educate Themselves on These Crimes

WASHINGTON, D.C. – Today, the Department of Homeland Security (DHS) announced Know2Protect, Together We Can Stop Online Child Exploitation ™ , a first-of-its-kind national public awareness campaign that brings together public and private sector partners. Key partners include high-profile technology companies, national and international sports leagues, youth-serving organizations and nonprofits, and other private sector partners to raise awareness of this heinous and growing crime and how to keep children safe. Through Know2Protect, DHS and its partners will educate and empower young people, parents, and trusted adults on ways to prevent and combat exploitation and abuse both on and offline, explain how to report incidents of these crimes, and offer support resources for victims and survivors of online child sexual exploitation and abuse.

Online child exploitation and abuse is reaching epidemic proportions and threatens the safety of children globally. In 2023, the National Center for Missing and Exploited Children (NCMEC) received more than 36 million CyberTipline ® reports of suspected online child sexual exploitation and abuse (CSEA), a 360% increase over the number of reports received 10 years ago. According to the 2023 WeProtect Global Threat Assessment, the volume of child sexual abuse material has increased globally by 87% over the past five years.

“All of us, working together, must protect our children from the heinous and growing crime of online child sexual exploitation and abuse. The tragic reality is that, as young people spend more time online, predators around the world increasingly target them through manipulation and deceit,” said Secretary of Homeland Security Alejandro N. Mayorkas . “Know2Protect is a first-of-its-kind national initiative to raise public awareness and prevent these horrific crimes from happening in the first place. Public-private partnerships and targeted trainings are essential to raising awareness and educating the public; identifying, protecting, and supporting victims; and bringing perpetrators to justice. By partnering with national sports leagues, youth-serving organizations, and gaming, technology, and other private sector organizations, Know2Protect will help educate the public, save lives, and prevent tragedies.”

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To reflect the importance of a unified commitment to combat the dramatic and alarming increase of online child sexual exploitation and abuse, today DHS is announcing partners from across society – from social media and technology companies to sporting leagues and youth-serving organizations – that have already joined Know2Protect in its important mission. More partners will join the campaign in the coming months.

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The National Center for Missing & Exploited Children (NCMEC) has been working with the Department on the development of Know2Protect assets and concepts since its inception. NCMEC subject matter experts and its survivor network reviewed campaign materials to ensure they were appropriate and educational for all audiences.

“Online Child Sexual Exploitation and Abuse is a growing global concern, and NCMEC is at the forefront of addressing it. The exponential rise in CSEA within the past year underscores the urgency of our mission,” said NCMEC Chief Operating Officer Derrick Driscoll . “NCMEC applauds any initiative or governmental effort aimed at raising awareness about this crime. The Know2Protect campaign helps to do just that. Collaborating globally is crucial to prevent these crimes from happening and families and children should know they are not alone in this fight.”

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Google LLC is donating ad credits for Google display, YouTube, and Google Search, which will bolster the reach of the campaign in order to educate as many young people, parents, educators, and community leaders as possible on the signs of child exploitation and abuse and how to keep yourself and others safe both on and offline.

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Intel Corporation is inviting Know2Protect staff to deliver awareness trainings to their staff yearly.

“Intel is proud to support the Know2Protect campaign through education of our employee base to amplify awareness and enable parents and their families to stay safe online,” said Intel Corporate Board Member of NCMEC and Intel Chief Product Sustainability Officer Jen Huffstetler .

Meta Platforms, Inc. will support the DHS to promote the Know2Protect campaign on Facebook and Instagram, raise awareness about these crimes and how to recognize them, and direct people to information and resources that can support them.

“Child exploitation is horrific. We work aggressively to fight the criminals behind it, from the new tools we announced just last week to protect teens from financial sextortion, to supporting law enforcement in investigating and prosecuting offenders,” said Meta’s Global Head of Safety Antigone Davis . “We’re pleased to support the Department of Homeland Security in its campaign, which will raise awareness of these crimes, help parents and teens spot potential risks, and direct them to support.”

Roblox Corporation will display in-game billboard advertisements for users of its online platform. These advertisements will share helpful tips for gamers on internet safety and best practices. In the future, Roblox will work with Know2Protect to develop in-game immersive experiences, such as building characters from the campaign’s iGuardian training program and Know2Protect badges for Roblox users.

“Roblox is built on a foundation of safety and civility, and we are proud to support the Know2Protect campaign,” said Roblox Vice President of Civility Tami Bhaumik . “By educating and empowering people with the knowledge and tools to prevent harm, collectively, we will be in a stronger position to prevent abuse from happening. Sometimes these are difficult issues to talk about, which makes resources and tools all the more important. We are honored to be part of the solution to amplify this important campaign.”

Snap Inc. , Know2Protect’s first official partner, is providing Know2Protect in-platform ad credits on its Snapchat platform and conducting research to gauge Snapchatters’ awareness and familiarity with a variety of sexual-related online risks. In the United States, more than 100 million people use Snapchat to communicate with their friends and family, including more than 20 million teenagers. In addition, Snap will promote the Know2Protect website on its dedicated online Privacy and Safety and Parents Hubs.

“These horrific crimes can’t be ignored – they need to be discussed in the halls of government, at boardroom tables and at kitchen tables. Young people need to be attuned to online sexual risks, and adults need to understand the issues so they can help young people in crisis,” said Snap Inc Global Head of Platform Safety Jacqueline Beauchere . “That’s why Snap is honored to be a founding partner of Know2Protect, and to help share educational resources with the millions of teens who use our app daily to communicate.”

NATIONAL AND INTERNATIONAL SPORTING LEAGUE PARTNERS

Major League Baseball (MLB) , through their MLB Together CSR platform, will display Know2Protect physical advertisement collateral, such as posters, at the host venue for 2024 MLB All-Star Week in July, and also list Know2Protect on MLBTogether.com as a trusted youth safety resource for players and families to access.

“MLB is proud to join the Know2Protect awareness campaign to address this important issue affecting far too many families in our world,” said Major League Baseball Vice President of Social Responsibility April Brown . “Our Midsummer Classic provides an outstanding platform, through our MLB Together initiative, to share this critical information with families across the country.”

Major League Soccer (MLS) will highlight the campaign during the July 24, 2024 MLS All-Star Game presented by Target.

“The mission of Know2Protect to keep children safe from online exploitation is vitally important at this time, and Major League Soccer considers it an honor to work with the Department of Homeland Security, Secretary Mayorkas, and the NCMEC on this global campaign,” said MLS Commissioner Don Garber . “We are dedicated to using the platforms of our league and 30 clubs to share the resources and guidance of Know2Protect, and to do everything in our power to assist in the fight against the abhorrent crime of child exploitation.”

NASCAR will display Know2Protect promotional assets and materials during races around the country.

“NASCAR is proud to partner with the U.S. Department of Homeland Security to help raise awareness of its important Know2Protect initiative,” said NASCAR President Steve Phelps . “The DHS has been a strong partner to NASCAR over the years, and we’re honored to have been asked to take part in this vital program that protects children throughout this great country.”

The National Football League (NFL) will work to amplify the Know2Protect campaign by raising awareness among clubs and players, and running Know2Protect public service announcements on various platforms, including NFL Media.

“Keeping our children safe is something we can all agree on, and the NFL is proud to support DHS’ efforts to stop online abuse and exploitation,” said NFL Senior Vice President and Chief Security Officer Cathy Lanier . “We commit to using the league’s platform to raise awareness about this real and growing threat, and to highlight a national campaign to protect young people from predators and other bad actors.”

The National Hockey League (NHL) will display advertisements and host in-person events at its games, while also amplifying campaign messaging on its network and among its various social media platforms.

“The National Hockey League is proud to support this vital initiative and contribute to the protection of our nation’s youth and most vulnerable,” said NHL Senior Executive Vice President and Chief Security Officer Jared Maples .

The United States Olympic & Paralympic Committee (USOPC) will work with Know2Protect to provide virtual presentations to Team USA athletes and parents on the threat of online CSEA and the preventative strategies they can implement to keep all Team USA Athletes safe.

“Keeping Team USA athletes safe where they live, train and compete is the USOPC’s top priority. As part of that effort, educating athletes and their support communities is an essential step in prevention,” said USOPC Senior Vice President and Chief of Security & Athlete Services Nicole Deal . “We are happy to partner with Know2Protect as an important part of our holistic commitment to creating safe environments and providing more resources for Team USA athletes.”

YOUTH-SERVING ORGANIZATIONS

Boy Scouts of America (BSA) will collaborate with Know2Protect to promote knowledge sharing and empowerment for youth and parents. The BSA will also facilitate Project iGuardian presentations for Scouts and parents and explore developing a co-branded BSA patch in recognition of taking an in-person Project iGuardian training at the local or national level.

“Safeguarding our Scouts so that we can prevent harm will always be our most important mission, and that includes their online safety,” said Boy Scouts of America President and CEO Roger Krone . “Through this collaboration with DHS, Scouting will make the Know2Protect resources available to empower more than a million youth members and adult volunteers, further enhancing our education and training initiatives to help ensure that our Scouts, leaders, and their families remain safe from online dangers.”

National Police Athletic League (National PAL) will host Know2Protect representatives to train its members across the nation at both the National PAL Conference and Youth Mentoring Summit. National PAL will also amplify campaign resources in its webpage and on social media platforms monthly. National PAL is committed to protecting the youth at all costs and greatly supports this effort put forth by the Department of Homeland Security.

“National PAL is extremely excited and honored to partner with the Department of Homeland Security on the Know2Protect campaign. Know2Protect provides another tool for youth, parents, educators, coaches etc. to keep our youth safe from online predators,” said National PAL Board President Christopher Hill . “Today, National PAL will be rolling out the K2P campaign to all of our member chapters immediately to ensure that we are further prepared to protect our youth at all levels! We will make sure our youth are aware that no matter the threat, the iGuardians are there to support and protect them!”

LAW ENFORCEMENT ASSOCIATIONS

Law enforcement officials across the country are joining the campaign, including the National Fusion Center Association, International Association of Campus Law Enforcement Administrators , and Small & Rural Law Enforcement Executives Association . These law enforcement associations have committed to partnering with the campaign to share information and resources with their members and the communities that they serve; amplify the tools through their communication platforms and channels; and amongst other activities, collaborate with the Department moving forward to further develop training programs for state, local, tribal, territorial, and campus law enforcement across the country.

“The National Fusion Center Association (NFCA) is proud to be a partner with the Know2Protect Campaign. Our National Network of 80 State and Major Urban Area Fusion Centers, was built on the foundation of helping to protect America through threat detection, criminal intelligence analysis, and information sharing,” said NFCA President Mike Sena . “We are honored to be working with the Know2Protect Campaign in its effort to empower children, teens, parents, trusted adults, and policymakers to prevent and combat online child sexual exploitation and abuse.

“Our children are one of the most vulnerable members of our society. We must do all we can to fight those who would exploit and take advantage of them,” said IACLEA Executive Director Paul Cell . “International Association of Campus Law Enforcement Administrators (IACLEA) stands united and in support of the work K2P is doing to insure our children are educated on the dangers of online predators and how they can identify when they are being targeted.”

“The Small and Rural Law Enforcement Executives Association (SRLEEA) wholeheartedly endorses the DHS's Know2Protectcampaign, highlighting its vital role in smaller, rural, and tribal communities. These areas often encounter increased risks due to scarce resources, and this initiative is crucial for providing necessary awareness and tools to combat online child exploitation. The impact of Know2Protect in empowering our communities and law enforcement to protect our most vulnerable from these evolving threats is invaluable," said Chair of the SRLEEA Human Trafficking Committee Sheriff Kim Stewart .

Know2Protect is the latest example of DHS’s ongoing efforts to address online child sexual exploitation and abuse and comes after the Department’s Quadrennial Homeland Security Review added combating crimes of exploitation and protecting victims as a sixth mission area in April 2023. Learn more about recent DHS efforts to combat child exploitation and abuse .

Know2Protect will highlight the whole of DHS efforts to combat online CSEA, including:

Homeland Security Investigations (HSI), which serves as the principal investigative arm of DHS and protects the public from crimes of victimization, including child sexual exploitation. HSI works to investigate, apprehend, and prosecute offenders and identify, protect and support victims. HSI also prevents transnational child sexual abuse, including those who travel internationally to engage in illicit sexual conduct with minors. HSI oversees Know2Protect and Project iGuardian, Know2Protect’s educational program to teach the public about the ongoing threats children and teens face from online predators.
The U.S. Secret Service supports the protection of minors from CSEA through advanced investigative and forensic support to state and local law enforcement agencies, such as providing support for polygraphs of suspected perpetrators, advanced analysis of photo or video evidence, and assistance on cases related to missing and exploited children. The U.S. Secret Service’s Childhood Smart Program, created in partnership with the National Center for Missing and Exploited Children, educates parents, children, and teens about internet and personal safety.
The Cybersecurity and Infrastructure Security Agency (CISA) administers SchoolSafety.gov, a collaborative, interagency website that provides schools and districts with actionable recommendations to create safe and supportive environments for students and educators. The site is an access point for information, resources, guidance, and evidence-based practices on a range of school safety topics, including online exploitation.
The DHS Science and Technology Directorate supports DHS offices by providing technical and scientific expertise. It also researches, develops, and deploys leading-edge forensic tools and technologies.

The campaign will continue to spread prevention and awareness messaging through partnerships, a robust social media presence, and training and outreach to schools and communities through age-appropriate educational presentations provided by agents from Homeland Security Investigations and the U.S. Secret Service.

To demonstrate the Department’s unified focus on combating cybercrimes, Secretary Mayorkas redesignated the HSI Cyber Crimes Center as the DHS Cyber Crimes Center (DHS C3), strengthening the Department-wide effort to combat cyber-related crimes and online CSEA. The Department works alongside our U.S. and international government partners to raise awareness of these threats, investigate, apprehend, and prosecute offenders, and to identify, protect, and support victims. The entire Biden-Harris Administration has identified online child safety and security as a top priority, creating the White House Online Harassment and Abuse Task Force , the Kids Online Health and Safety Task Force , and the Australia-U.S. Joint Council on Combatting Online Child Sexual Exploitation , all of which the Department plays a leading role.

The Department’s participation in multilateral partnerships, such as the Five Country Ministerial, has led to important initiatives such as the development of the Voluntary Principles to Counter Online Child Sexual Exploitation , also endorsed by the G7 foreign ministers, and the Children Online Protection Lab , led by France, which the United States participates as a member of the Executive Committee, all of which are crucial in combating this borderless crime.

WHAT YOU CAN DO

Project iGuardians™: Combating Child Predators : Project iGuardian is Know2Protect’s educational program to teach schools, community groups, corporations, and nonprofit organizations about the ongoing threats children and teens face from online predators. To request a presentation, please email [email protected] .
Childhood Smart Program : The U.S. Secret Service Childhood Smart Program educates parents, trusted adults, children (grades K-12) and the community about real-world safety issues to increase awareness of internet safety. To request a presentation in your community, please email [email protected] .
Visit SchoolSafety.gov for resources to help educators, school leaders, parents, and school personnel identify, prevent, and respond to child exploitation.
Learn more about sextortion : it is more common than you think.
Learn more from the National Center for Missing and Exploited Children .

HOW TO REPORT SUSPECTED ONLINE CHILD SEXUAL EXPLOITATION AND ABUSE

Contact your local, state, campus, or tribal law enforcement officials directly. Call 911 in an emergency.
If you suspect a child has been abducted or faces imminent danger, contact your local police and the NCMEC tip line at 1-800-THE-LOST (1-800-843-5678) .
If you suspect a child might be a victim of online sexual exploitation, call the HSI Tip Line at 1-866-347-2423 and report it to NCMEC’s CyberTipline .

Know2Protect is managed by the Department of Homeland Security’s Cyber Crimes Center. To learn more about the campaign or to request a presentation tailored for your community, please visit know2protect.gov.

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My Mother’s “Difficult” Behavior Has Taken a Frightening Turn

This can’t continue..

Slate Plus members get more Care and Feeding every week. Have a question about kids, parenting, or family life? Submit it here !

Dear Care and Feeding,

My mother has always been a difficult person, which has led me to see her no more often than once per month, because she enjoys seeing my kids. I’ll spare you all the details of her difficulty and just give the pertinent ones. She has always told and retold the same small handful of stories prompted by the same situations and reacted angrily and aggressively if you indicated in any way that you already knew the story, and she will share information about upcoming events with each of my siblings and I (I’m 1 of 6) multiple times, forgetting who she has and hasn’t already told. In the last three months, I have seen her three times and talked on the phone with her 1-2x per week, with her initiating all calls. Both the behaviors I described have been noticeably amplified in that time. She told me the same story (that I’ve already heard regularly for the last 30 years) twice in one visit and was visibly flustered and angry when I stated that she had already mentioned that today.

The phone calls have all been to let me know about dinners she’s hosting and/or an upcoming extended family event and she has seemed genuinely surprised every time I said she had already told me, and I reminded her of whether we are coming or not. I asked my siblings and they have all had similar experiences in about the same timeline.

I think it’s time to have a talk with her about memory loss/dementia screening, but I know there is no way it will be well-received. All my siblings have a similarly distant relationship with her, so none of us stands out as the best and most supportive one to speak to her and help her. Suggestions on how to approach this with her and what to do when she (inevitably) reacts angrily and without hearing any of what we say?

—She’s Not Going to Want to Hear This

Dear Hear This,

First, I’d try to talk with your mother about this in person, not over the phone—it sounds as though you live close by, since you see her monthly. When you do speak to her about this, perhaps one of your siblings or someone else who cares about her can be there, too. I think it makes sense to start by asking your mother if she’s feeling any different or has noticed any changes in herself—maybe something has been troubling her, even if she hasn’t necessarily clocked the memory issues. After listening to her, you can raise things you’ve noticed—like her forgetting things she’s told you—in a gentle and non-judgmental way. (She might be a difficult person, but after all, she’s not forgetting things on purpose, and you do need her to listen.)

I hear what you’re saying about your relationship; any distance or strain might well make it harder for you to have these conversations. But even if she saw you as more of a confidante (or vice-versa), this might still be really hard to talk about. It’s natural for people to be confused, scared, or upset at the thought of experiencing memory loss, let alone a serious condition like dementia. You shouldn’t have to tolerate verbal abuse, of course, but try to be patient if her initial response is angry or frightened. Recognize that you and/or your siblings will probably need to try talking with her about this again—it’s unlikely she will hear your concerns, process what might be happening and her feelings about it, and accept your suggested course of action in a single conversation.

You can also think about letting her primary care physician know some of your concerns. If your mother hasn’t given them permission to talk with you about her health, they won’t be able to share information with you, but they can hear what you’ve observed. They can raise the possibility of memory loss and discuss possible evaluations and treatment with her, even if she won’t listen to you. If she has a serious condition and it advances to the point where she needs more help, her doctor can also encourage her to get a family member informed and involved.

More Advice From Slate

My partner and I have been together for a year. We have similar goals and personalities that mesh well, our communication is great (yay, therapy!), and we are generally very happy. I am a cis woman, and my partner is gender-fluid but generally uses she/her pronouns around me and my social circle. She is not out at all to her family, who are extremely conservative and religious. For all they know, my partner is a straight conservative Catholic cis guy, none of which is the case.

NBA likely to exit negotiating window with Disney, Warner without new media rights deal: Source

INDIANAPOLIS, INDIANA - FEBRUARY 18: Ernie Johnson Jr. and NBA Commissioner Adam Silver speak on the court during the 2024 NBA All-Star Game at Gainbridge Fieldhouse on February 18, 2024 in Indianapolis, Indiana. NOTE TO USER: User expressly acknowledges and agrees that, by downloading and or using this photograph, User is consenting to the terms and conditions of the Getty Images License Agreement. (Photo by Stacy Revere/Getty Images)

The NBA is likely to exit its exclusive negotiating window with Disney and Warner Bros. Discovery without a new media rights deal with either company, a person briefed on the talks confirmed to The Athletic on Friday.

That window, which allowed the league to talk only to its two current rightsholders ahead of hitting the open market, began March 9 and will end Monday. NBA commissioner Adam Silver said last week conversations with those media companies are “ongoing and have been very positive.”

The league is expected to stitch together a new rights deal among three or four partners in its next deal, after previously splitting its broadcasts among ESPN/ABC and TNT. That deal, which paid the league an average of $2.7 billion per year over nine years, runs out after the 2024-25 season.

The NBA is likely to add a streaming component for its next deal. Amazon and NBC are considered possible new partners.

CNBC was the first to report the news .

Silver, who has long been bullish on the NBA’s prospects for its next deal, said last week the market “is robust right now.” The league timed its international contracts so it can take its global rights on the market all at once, which would allow it to be flexible in seeking new media rights partners.

It is also parceling together the WNBA ’s rights in its negotiations. The WNBA’s current media rights deals are up after its 2025 season. Warner Bros. Discovery has shown interest in acquiring WNBA rights in the U.S., according to one person briefed on the talks.

This round of NBA negotiations has already taken a different approach. Disney and Turner Sports (now owned by Warner Bros. Discovery) came forward quickly ahead of the 2016 deal to take the NBA off the market to preempt the league sending a third rights package to Fox . This time, the NBA faces a significantly different media landscape.

Disney and Warner Bros. Discovery executives have all spoken about a more conservative approach to spending, which may curtail the size of the package they are willing to pay for and could open room for at least one more partner to come in. Deputy commissioner Mark Tatum said last month he expected the NBA to add another media partner while making an appearance on the “The Domonique Foxworth Show”.

“We’re in the middle of an exclusive negotiating window now,” he said. “We’ve been meeting with our incumbents for months, and they’ve expressed an interest in renewing, and we are hopeful that we’re going to continue our partnership with them. I will say this, given the evolving media landscape, I think that we’re likely to emerge from this window with at least one additional partner.”

The timing of the next media rights deal could also influence league expansion. Silver has said in the past that expansion would be the next item on the NBA’s agenda after the league’s collective bargaining agreement (ratified in April 2023) and the upcoming media deal.

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NBA fans will soon watch the sport differently, and change has already begun
NBA sets regular-season attendance records for 2023-24

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Mike Vorkunov is the national basketball business reporter for The Athletic. He covers the intersection of money and basketball and covers the sport at every level. He previously spent three-plus seasons as the New York Knicks beat writer. Follow Mike on Twitter @ MikeVorkunov

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Person Of Interest Identified In Carjacking Case Caught On Video

Crime fellow

Law enforcement officials have identified a person of interest in the murder investigation of a Florida woman who was filmed being kidnapped at gunpoint.

Jordanish Torres-Garcia, 28, was arrested Friday on a separate outstanding charge of weapons possession. But he has also been identified as a person of interest in the armed kidnapping of 31-year-old Katherine Altagracia Guerrero De Aguasvivas, Seminole County Sheriff Dennis Lemma announced at a press conference .

Witness footage of the April 11 kidnapping reviewed by HuffPost shows a suspect walking out of a 2002 green Acura to aim his gun at Guerrero De Aguasvivas. The suspect then gets into the back seat of her SUV and the vehicle drives off.

Katherine Altagracia Guerrero De Aguasvias via Seminole County Sheriff's Office

A body believed to be Guerrero De Aguasvivas was found inside a burning vehicle about 17 miles away from where she was kidnapped, Lemma said a press conference last week.

Detectives traced the green Acura back to Torres-Garcia, who allegedly reached out to a dealership through Facebook under a different name and purchased the vehicle in person, according to Lemma.

Lemma said previously that the suspects’ car is “unique” because it’s the only one of its make and model in the state. Juan Luis Cintron Garcia, a tow truck driver who had towed the Acura in March, was fatally shot just a day before Guerrero De Aguasvivas’ kidnapping, leading law enforcement to believe the two cases are tied.

According to Lemma, Torres-Garcia’s Facebook profile photo depicted him wearing a similar mask and outfit as the suspect in the armed robbery video.

The sheriff’s office previously reported that the victim’s husband told detectives she had been driving see family members. However, at Friday’s press conference, Lemma said detectives were unable to locate any family members expecting her visit.

Since the incident, authorities have also arrested Orange County Deputy Francisco Alberto Estrella Chicon, 33 , after he allegedly disclosed details about Guerrero De Aguasvivas’ murder investigation to the victim’s husband over WhatsApp. But Guerrero De Aguasvivas’ husband is not considered a suspect or person of interest in the case, Lemma told reporters on Monday.

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IMF’s Georgieva says there’s ‘plenty to worry about’ despite recovery for many economies

FILE - Kristalina Georgieva, Managing Director of the International Monetary Fund, IMF, speaks in Davos, Switzerland, Jan. 17, 2024. During a IMF and World Bank meeting Thursday, April 18, 2024, Georgieva said the world economy has proven surprisingly resilient in the face of higher interest rates and the shock of war in Ukraine and Gaza, but “there is plenty to worry about,’' including stubborn inflation and rising levels of government debt. (AP Photo/Markus Schreiber, File)

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WASHINGTON (AP) — The head of the International Monetary Fund said Thursday that the world economy has proven surprisingly resilient in the face of higher interest rates and the shock of war in Ukraine and Gaza , but “there is plenty to worry about,’' including stubborn inflation and rising levels of government debt.

“ Inflation is down but not gone,’' Kristalina Georgieva told reporters at the spring meeting of the IMF and its sister organization, the World Bank. In the United States, she said, “the flipside’’ of unexpectedly strong economic growth is that it ”taking longer than expected’’ to bring inflation down.

Georgieva also warned that government debts are growing around the world. Last year, they ticked up to 93% of global economic output — up from 84% in 2019 before the response to the COVID-19 pandemic pushed governments to spend more to provide healthcare and economic assistance. She urged countries to more efficiently collect taxes and spend public money. “In a world where the crises keep coming, countries must urgently build fiscal resilience to be prepared for the next shock,’' she said.

On Tuesday, the IMF said it expects to the global economy to grow 3.2% this year, a modest upgrade from the forecast it made in January and unchanged from 2023. It also expects a third straight year of 3.2% growth in 2025.

FILE - A sign announcing a home for sale is shown on Feb. 1, 2024, in Kennesaw, Ga., near Atlanta. On Thursday, April 18, 2024, Freddie Mac reports on this week's average U.S. mortgage rates. (AP Photo/Mike Stewart, File)

The world economy has proven unexpectedly sturdy, but it remains weak by historical standards: Global growth averaged 3.8% from 2000 to 2019.

One reason for sluggish global growth, Georgieva said, is disappointing improvement in productivity. She said that countries had not found ways to most efficiently match workers and technology and that years of low interest rates — that only ended after inflation picked up in 2021 — had allowed “firms that were not competitive to stay afloat.’'

She also cited in many countries an aging “labor force that doesn’t bring the dynamism’’ needed for faster economic growth.

The United States has been an exception to the weak productivity gains over the past year. Compared to Europe, Georgieva said, America makes it easier for businesses to bring innovations to the marketplace and has lower energy costs.

She said countries could help their economies by slashing bureaucratic red tape and getting more women into the job market.

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Assignment of Partnership Interest. Posted on June 5, 2021June 7, 2021. Transfer of a partner's interest does not. Result in loss of rights (other than the right to transfer the interest) Excuse a partner's performance of duties and obligations. Make the recipient (e.g., a person or estate) a partner. Dissociate or dissolve the partnership.
N.Y. P'ship Law § 121-702
An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner; ... A limited partner's interest may be a certificated security or an uncertificated security within the meaning of section 8--102 of the uniform commercial code if the ...
Tax Issues to Consider When a Partnership Interest is Transferred
Example - Partner A, an individual, transfers his 55% partnership interest to Corporation D, a C corporation with a year-end of June 30. Prior to the transfer, the partnership had a calendar year-end. As a result of the transfer, the partnership will be required to change its tax year to June 30 because Corporation D now owns the majority ...
Article 7. Assignment Of Partnership Interests
An assignment of a limited partnership interest does not dissolve a limited partnership or, other than as set forth in this chapter, entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, the distributions and the allocations of income, gain, loss, deduction ...
Download Assignment of Partnership Interest Documents
An Assignment of Partnership Interest is a legal document used in a partnership to transfer or assign an individual partner's ownership interest or financial stake in the partnership to another party. This assignment allows the transferring partner (the assignor) to sell, convey, or transfer their partnership interest, including their share of ...
Form of Agreement and Assignment of Partnership Interest
Assignment of Partnership Interest. Effective as of the Effective Date, subject to the terms and conditions set forth herein, Assignor hereby sells, transfers, assigns, sets over and delivers % of Assignor's 99.9% Partnership Interest in the Partnership (the "Partnership Interest ") to ...
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Assignment of Partnership Interest Form (Australia)
The original Partnership Agreement should outline the value of a partnership interest. For example, this could comprise of cash investments, time and effort, vehicles, office space, furniture, and more. Often in these agreements, a partner's interest is equal to their capital contributions.It may be expressed as a percentage of the total capitalised value of the partnership.
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Assignment of Membership Interest: The Ultimate Guide for Your LLC

What is an Assignment of Membership Interest?

Necessary Approvals and Consent

Impact on Ownership, Voting, and Profit Rights

Types of Membership Interest Transfers

Complete Assignment

Partial Assignment

How to Draft an Assignment of Membership Interest Agreement

Key elements to include:

Step 1: Gather Relevant Information

Step 2: Review the LLC's Operating Agreement

Step 3: Obtain Necessary Approvals and Consents

Step 4: Outline the Membership Interest Being Transferred

Step 5: Determine the Effective Date of the Assignment

Step 6: Specify Conditions and Representations

Step 7: Address Tax and Liability Issues

Step 8: Draft the Entire Agreement and Governing Law Clauses

Step 9: Review and Sign the Assignment Agreement

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Table of Contents

Wyoming Assignment of Partnership Interest

Rhode Island Assignment of Partnership Interest

Wisconsin Assignment of Partnership Interest

Vermont Assignment of Partnership Interest

West Virginia Assignment of Partnership Interest

Utah Assignment of Partnership Interest

Washington Assignment of Partnership Interest

Texas Assignment of Partnership Interest

South Dakota Assignment of Partnership Interest

Tennessee Assignment of Partnership Interest

Provides Legal Transfer of Rights

What should an assignment of partnership interest include?

File Formats

Free Assignment of Partnership Interest Template for Microsoft Word

Assignment of Partnership Interest

Sale and Purchase

Consideration

Representations and Warranties of the Assignor

Assignee’s Obligations

Governing Law and Jurisdiction

Miscellaneous