The Limited Partners Agreement is a foundational document used in Australian investment structures to establish and govern limited partnerships, particularly in private equity, venture capital, and investment fund contexts. This agreement is essential when forming an investment vehicle where certain partners (Limited Partners) contribute capital while others (General Partners) manage the partnership's operations. The document comprehensively addresses partnership formation, capital commitments, management rights, profit distribution, transfer restrictions, and termination provisions. It must comply with relevant Australian state-based partnership legislation, federal tax laws, and regulatory requirements, including ASIC guidelines. The agreement is particularly crucial for protecting Limited Partners' interests while defining General Partners' management authority and responsibilities.
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1. Parties: Identifies and defines the General Partner(s) and Limited Partner(s) entering into the agreement
2. Background: Sets out the context of the partnership formation and its intended purpose
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Partnership Formation: Establishes the limited partnership, its name, registration requirements, and commencement date
5. Purpose and Scope: Defines the partnership's business objectives and permitted activities
6. Capital Contributions: Details the initial and subsequent capital contribution requirements for all partners
7. Partnership Interests: Specifies the ownership interests and economic rights of each partner
8. Management and Control: Outlines the General Partner's management rights and Limited Partners' restricted activities
9. Distributions and Allocations: Details the distribution waterfall and allocation of profits, losses, and tax items
10. Transfer Restrictions: Sets out restrictions on transferring partnership interests and admission of new partners
11. Term and Termination: Specifies the partnership duration, extension provisions, and termination events
12. Dissolution and Winding Up: Procedures for partnership dissolution and asset distribution
13. Representations and Warranties: Partners' representations regarding their capacity and authority to enter the agreement
14. Confidentiality: Obligations regarding partnership and partner information confidentiality
15. Notices: Communication procedures and contact details for official notices
16. General Provisions: Standard boilerplate clauses including governing law, amendments, and severability
1. Investment Strategy: Detailed investment guidelines and restrictions - include when the partnership has specific investment criteria
2. Key Person Provisions: Requirements for key personnel continuity - include when specific individuals are crucial to operations
3. Co-Investment Rights: Terms for co-investment opportunities - include when offering co-investment rights to Limited Partners
4. FATCA/CRS Compliance: Tax reporting compliance provisions - include for international investors or cross-border investments
5. ESG Policy: Environmental, Social and Governance requirements - include when ESG is a focus
6. Advisory Committee: Structure and powers of Limited Partner advisory committee - include for larger partnerships
7. Default Provisions: Detailed consequences of partner default - include when significant capital commitments are involved
8. Succession Planning: Procedures for management succession - include when continuity is a concern
1. Partner Details: List of all partners, their contact details, and capital commitments
2. Capital Contributions Schedule: Detailed breakdown of partner contributions and payment timing
3. Management Fee Structure: Calculation and payment terms for management and performance fees
4. Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits
5. Valuation Policy: Methodology for valuing partnership assets and interests
6. Distribution Waterfall: Detailed calculations and examples of distribution mechanics
7. FATCA/CRS Forms: Required tax and regulatory compliance forms
8. Power of Attorney: Limited power of attorney granted to General Partner
9. Subscription Agreement: Standard form for admitting new Limited Partners
Authors
Relevant legal definitions
Clauses
Relevant Industries
Private Equity
Venture Capital
Investment Management
Real Estate Investment
Infrastructure
Financial Services
Asset Management
Professional Services
Healthcare Investment
Technology Investment
Renewable Energy
Mining and Resources
Relevant Teams
Legal
Investment Management
Finance
Compliance
Risk Management
Tax
Company Secretariat
Investor Relations
Portfolio Management
Operations
Relevant Roles
Investment Manager
Fund Manager
Legal Counsel
Partnership Administrator
Chief Investment Officer
Chief Financial Officer
Compliance Officer
Tax Manager
Company Secretary
Investment Director
Managing Partner
Risk Manager
Portfolio Manager
Investor Relations Manager
Investment Analyst
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