An LP interest generally cannot be transferred without the general partner's consent, and some partnership agreements also give the GP or existing investors a right of first refusal (ROFR) or right of first offer (ROFO) that can take the interest at the winning price.1, 2 Neither stops a sale; they set the order of steps. On The Boring Desk the LPA's transfer provisions are read at intake, the consent and waiver requests go out once the purchase agreement is signed, and every answer is recorded before closing.
What is different in this situation
- At intake, the LPA is read for its transfer provisions: whether GP consent is required, whether the LPAC must approve or be notified, whether a ROFR or ROFO exists, and the consent or offer period.
- Each required request (GP consent, LPAC approval, ROFR or ROFO waiver) goes to the named contact with its own response link, and reminders go out before the deadline.
- If a ROFR is exercised, the holder of the right takes the interest at the accepted price, the third-party purchase is withdrawn, and the outcome is recorded on the deal.
How the sale runs on The Boring Desk
| Step | What happens |
|---|---|
| Intake | Create a seller account, name the fund, GP, vintage, strategy and reported NAV, confirm accredited-investor status, and upload the LPA, the latest capital account statement and the most recent GP quarterly letter. |
| Underwriting | The documents are extracted, including the LPA's transfer provisions. NAV is underwritten independently against strategy and vintage benchmarks, and a banker approves the valuation before anything goes out. |
| CIM and model | The desk produces a confidential information memorandum and an Excel model for the position. |
| Marketing | A blind profile goes to buyers whose mandate matches. Buyers sign an NDA before the data room opens, and your identity is disclosed only when you authorize it. |
| Bids | Buyers submit nonbinding indications as a percentage of NAV. You accept, reject or counter each one. |
| LOI and PSA | A letter of intent, then the purchase and sale agreement, which is the binding document. |
| Transfer and GP consent | The transfer agreement and the consent requests (GP consent, and LPAC, ROFR or ROFO waivers where the LPA requires them) are sent and tracked, with reminders, until each is answered. |
| Closing and wire | Closing tax forms are collected, the transfer completes at the fund's transfer window, and the proceeds are wired. |
Transfer and pricing mechanics
Before consenting, the GP re-checks the buyer: identity and KYC, accredited and qualified purchaser status, ERISA and tax eligibility. The GP may charge a transfer fee.2
The GP also protects the fund's tax status. A fund stays outside publicly traded partnership treatment if transfers in a tax year stay within 2% of its capital or profits interests, and certain private transfers do not count toward that 2%.3
One of those excluded private transfers is a block transfer: a partner and related persons transferring more than 2% of the fund's interests within 30 days. A fund with no more than 100 partners that issued its interests in exempt private placements falls under a separate safe harbor.3
The sale is executed through the GP's form of transfer agreement alongside the buyer and seller's purchase agreement, and transfers are generally processed at a quarter-end.1, 4
What it costs
The seller pays a 3% success fee on the transaction value, owed only on settlement. No retainer and no upfront fee. Buyers pay nothing.