The Limited Partnership Agreement Private Equity is a foundational document used when establishing a private equity fund in Canada. It is essential when structuring investment vehicles that allow institutional and high-net-worth investors to pool capital for making private equity investments while maintaining limited liability protection. The agreement must comply with Canadian federal and provincial regulations, particularly securities laws and partnership statutes. It typically includes detailed provisions on capital commitments, investment restrictions, management fees, carried interest arrangements, and governance structures. This document is crucial for fund managers raising capital in Canada and provides the legal framework for the entire fund lifecycle, from formation through to dissolution. It incorporates specific Canadian market practices while addressing international investment considerations, making it suitable for both domestic and cross-border private equity operations.
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1. Parties: Identification of the General Partner, Initial Limited Partner, and any other founding partners
2. Background: Context of the partnership formation and its intended purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Formation and Name: Formal establishment of the partnership, its name, and principal place of business
5. Purpose and Investment Objectives: Partnership's investment strategy, objectives, and permitted activities
6. Term and Termination: Duration of the partnership, extension provisions, and termination events
7. Capital Contributions: Terms governing partner commitments, capital calls, and default provisions
8. Capital Accounts: Maintenance and adjustments of partners' capital accounts
9. Allocations: Allocation of profits, losses, and other partnership items among partners
10. Distributions: Distribution waterfall, timing, and clawback provisions
11. Management and Control: Powers and duties of the General Partner, management fee arrangements
12. Limited Partner Rights and Restrictions: Rights, obligations, and limitations on Limited Partners' involvement
13. Transfer of Interests: Rules governing transfer of partnership interests and admission of new partners
14. Withdrawal and Removal: Circumstances allowing partner withdrawal and General Partner removal
15. Dissolution and Liquidation: Process for winding up the partnership and distributing assets
16. Representations and Warranties: Partners' representations regarding their authority and eligibility
17. Indemnification: Indemnification obligations and limitations of liability
18. Confidentiality: Protection of partnership and portfolio company information
19. Notices: Requirements for formal communications between parties
20. General Provisions: Miscellaneous legal provisions including governing law, amendments, and entire agreement
1. Investment Committee: Required when the partnership establishes a formal investment committee structure
2. Advisory Board: Include when the partnership will have an advisory board of Limited Partner representatives
3. Key Person Provisions: Needed when success depends on specific individuals remaining involved
4. Co-Investment Rights: Include when Limited Partners have rights to co-invest in portfolio companies
5. ESG Provisions: Required when the fund has specific environmental, social, and governance commitments
6. ERISA Provisions: Include when accepting investments from US pension funds subject to ERISA
7. Strategic Partners: Required when certain Limited Partners have special rights or status
8. Parallel Fund Provisions: Include when operating parallel investment vehicles
9. Alternative Investment Vehicles: Needed when the partnership may establish alternative structures for specific investments
1. Subscription Agreement: Form of agreement for Limited Partners to subscribe to the partnership
2. Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits
3. Management Fee Terms: Detailed calculation and payment terms for management fees
4. Carried Interest Terms: Detailed provisions regarding carried interest calculations and distributions
5. Form of Transfer Agreement: Template for transferring partnership interests
6. Partner Details: List of partners and their commitment amounts
7. FATCA/CRS Provisions: Tax reporting and compliance requirements
8. Valuation Policy: Methodology for valuing partnership investments
9. Expense Policy: Details of permitted partnership expenses and allocations
10. Power of Attorney: Limited Partner grant of authority to General Partner
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Investment Management
Private Equity
Venture Capital
Asset Management
Professional Services
Banking
Real Estate
Infrastructure
Healthcare
Technology
Manufacturing
Energy
Consumer Goods
Telecommunications
Relevant Teams
Legal
Compliance
Investment Management
Fund Administration
Risk Management
Finance
Tax
Investor Relations
Operations
Investment Committee
Advisory Board
Portfolio Management
Due Diligence
Corporate Development
Executive Management
Relevant Roles
Private Equity Partner
Fund Manager
Managing Director
General Counsel
Chief Financial Officer
Investment Director
Compliance Officer
Legal Counsel
Investment Committee Member
Risk Manager
Portfolio Manager
Chief Investment Officer
Fund Administrator
Investor Relations Director
Chief Operating Officer
Tax Director
Senior Associate
Investment Analyst
Managing Partner
Executive Director
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