Overview
The Transfer Agreement is the primary legal document governing an LP interest transfer. This page allows all parties to negotiate the document in a flexible and collaborative workflow.
Accessing This Section
All users who are participants on a transfer can view, download, and approve the Transfer Agreement. This includes GP, GP Counsel, GP Administrator, Transferor, Transferor Counsel, Transferor Administrator, Transferee, Transferee Counsel, and Transferee Administrator.
From the Transfer Overview page, click on Transfer Agreement under Transfer in the left sidebar.
Note: This page will only become accessible after Approval in Principle has been granted.
How the Negotiation Works
The Transfer Agreement follows an open negotiation structure where any party can contribute at any time:
GP initiates: When the transfer is created, the GP selects a Transfer Agreement template from the fund's template repository or uploads a new Transfer Agreement for this transfer. This becomes Version 1 (V1).
Any party uploads revisions: From that point forward, any participant (GP, Transferor, or Transferee) can download any version, review and mark up the document locally, and upload a new version at any time. There is no fixed turn order. Each uploaded version is numbered sequentially (V1, V2, V3, etc.).
Document locks on full approval: Once all three parties have approved the same version, the document is locked and no further uploads are possible.
The system automatically generates a visual redline between each new version and its predecessor, so parties can see exactly what changed between versions.
Version Tracking and Redline
All versions are numbered sequentially (V1, V2, V3, etc.) and retained permanently. To navigate between versions, click through the Versions list in the sidebar. Any version can be downloaded at any time by any party.
To view what changed between versions, toggle between Clean view (the document without markup) and Redline view (the document with changes highlighted).
Approval
Any party can approve the current version at any time. Approval is recorded at the party level: if GP Counsel approves, the entire GP side is marked as approved.
The document is locked when all three parties (GP, Transferor, and Transferee) have approved the same version. Once locked, the document is final and moves into the Signature Process step of the transfer.
Downloading and Uploading
Download: Save any version of the document to your local device. All parties can download any version at any time.
Upload New Version: click Upload New Version to upload a revised draft. Only
.docxfiles are accepted. You can add an optional comment describing the changes you made in that version.
What Happens Once the Agreement is Approved
Once the Transfer Agreement is approved:
The document is permanently locked and cannot be modified by any party.
The document moves to the Signature Process step, where it will be signed electronically via DocuSign by the General Partner, Transferor, and Transferee.
All transfer participants are notified.
For any further questions or assistance, please reach out via the chat on the platform or contact the Navys support team at support@navys.ai.