Deed of Assignment of Interest in Partnership

This deed is designed to be used in the case where a partner sells their interest in a business.
This deed does not provide that the assignee becomes a partner, but simply that the assignee gains a right to a share in the profits of the business. Typically, unless explicitly agreed upon by all partners, the assignment does not include the transfer of the partner’s management rights or duties. The assignee does not gain the authority to make decisions for the partnership or manage its daily operations.
This deed provides that, on the date of the assignment, the assignor is released from obligations under the partnership agreement. However, in some instances, the assignor may have ongoing liability, such as tax obligations.
You should also consider whether there are any conditions precedent to this deed, such as financing or the parties entering into other agreements. This deed is basic and drafted more in favour of the assignor. There are some options to better protect the assignee but essentially the assignee’s rights and protections are not as robustly defined or safeguarded.