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Amendment To Limited Partnership Agreement Template for Switzerland

A formal legal document governed by Swiss law that modifies an existing Limited Partnership Agreement. The document outlines specific changes to the partnership structure, responsibilities, capital contributions, profit-sharing arrangements, or other key terms while maintaining the original agreement's basic framework. It must comply with the Swiss Code of Obligations and may require registration with the Swiss Commercial Registry. The document serves as a binding amendment that preserves the partnership's continuity while implementing necessary changes to its operation or structure.

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What is a Amendment To Limited Partnership Agreement?

An Amendment To Limited Partnership Agreement is essential when partners need to modify their existing partnership arrangement under Swiss law. This document type is commonly used when circumstances require changes to partner contributions, profit-sharing ratios, management rights, or other significant terms of the original agreement. It must comply with Articles 552-593 of the Swiss Code of Obligations governing limited partnerships (Kommanditgesellschaft) and may require registration with the Commercial Registry. The amendment allows partnerships to evolve and adapt to changing business needs while maintaining legal continuity and clarity in partner relationships. It's particularly crucial for ensuring that all partners formally agree to and document changes, thereby preventing future disputes and maintaining clear governance structures.

What sections should be included in a Amendment To Limited Partnership Agreement?

1. Parties: Identification of all current partners (general and limited) and the partnership entity

2. Background: Reference to the original Limited Partnership Agreement, its date, and brief context for the amendment

3. Definitions: Key terms used in the amendment, including reference to definitions in the original agreement

4. Amendment Effective Date: Specific date when the amendments take effect

5. Amendments: Detailed specifications of each modification to the original agreement, with clear reference to original clause numbers

6. Confirmation of Other Terms: Confirmation that all other terms of the original agreement remain unchanged

7. Governing Law: Confirmation of Swiss law as governing law

8. Execution: Signature blocks for all partners and dates

What sections are optional to include in a Amendment To Limited Partnership Agreement?

1. Capital Contribution Changes: Include when amendments involve changes to partner capital contributions or partnership capital structure

2. Profit Sharing Modifications: Include when changing profit and loss allocation arrangements

3. Management Rights: Include when modifying management structure or decision-making processes

4. Transfer Restrictions: Include when modifying provisions regarding transfer of partnership interests

5. Term Extension: Include when modifying the partnership's duration

6. Representations and Warranties: Include when partners need to make new representations regarding the amendments

What schedules should be included in a Amendment To Limited Partnership Agreement?

1. Schedule A - Amended Partnership Interests: Updated schedule showing current partnership interests and contributions

2. Schedule B - Amended Profit Sharing Ratios: Updated profit and loss allocation percentages

3. Schedule C - Blackline of Amended Clauses: Comparison showing original and amended clause language

4. Appendix 1 - Partner Resolutions: Copies of partner resolutions approving the amendments

5. Appendix 2 - Commercial Registry Forms: Required forms for updating the Swiss Commercial Registry

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Amendment Agreement

Cost

Free to use

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