Sale agreement for a limited liability partnership

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What's a sale agreement for a limited liability partnership, and when do you need it?

This form of agreement is intended for use in the situation where a limitied liability partnership (LLP) is selling the whole of its business, at arm’s length, to third parties who will also be operating an LLP.

It would equally apply to the sale of the LLP to a limited company, providing the description of the parties is changed.

Stamp Duty may be payable on the acquisition by the selling LLP of any shares in the buying LLP, in return for the sale.

Stamp duty land tax is potentially also payable on any transfer or assignment of freehold or leasehold land and normal rates will apply.

This is very similar to the agreement for the sale of a trading partnership business, but two designated members with authority would be able to sell the business and assets of an LLP (a general partnership will typically require the consent of all partners).