The Limited Partner Agreement Private Equity is a foundational document used when establishing a private equity fund structured as a German limited partnership (Kommanditgesellschaft). This agreement is essential for fund managers operating under German jurisdiction who need to comply with both the German Commercial Code (HGB) and the Capital Investment Code (KAGB). The document outlines capital commitments, investment strategies, management responsibilities, profit distribution mechanisms, and regulatory compliance requirements. It's particularly important in the context of German financial regulations and must incorporate specific local legal requirements while maintaining alignment with international private equity practices. The agreement serves as the primary governing document for the relationship between the General Partner and Limited Partners throughout the fund's lifecycle.
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1. Parties: Identification of the General Partner, Limited Partners, and the Partnership entity
2. Background: Context of the partnership formation and its intended purpose
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Formation and Term: Legal establishment of the partnership, registration details, and duration
5. Capital Contributions: Terms of capital commitments, drawdown procedures, and default provisions
6. Management: Powers and duties of the General Partner, investment decisions, and limitations
7. Economic Terms: Distribution waterfall, carried interest, management fees, and expense allocations
8. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners
9. Regulatory Compliance: KAGB compliance, AIFMD requirements, and other regulatory obligations
10. Reports and Valuations: Financial reporting obligations, valuation methods, and partner information rights
11. Tax Matters: Tax treatment, allocations, and related partner obligations
12. Dissolution and Liquidation: Process for winding up the partnership and asset distribution
13. General Provisions: Governing law, notices, amendments, and other standard provisions
1. Co-Investment Rights: Terms for co-investment opportunities offered to Limited Partners
2. ESG Provisions: Environmental, Social, and Governance requirements for investments
3. Key Person Provisions: Provisions regarding key investment professionals and consequences of their departure
4. Strategic Investor Rights: Special rights for major institutional investors or strategic partners
5. Investment Committee: Structure and powers of an investment committee if applicable
6. FCPA/Anti-Corruption: Specific anti-corruption compliance requirements
7. Alternative Investment Structures: Provisions for parallel funds or alternative investment vehicles
8. Early Termination Rights: Special termination rights for specific circumstances
1. Subscription Agreement: Form of agreement for Limited Partners to subscribe to the partnership
2. Capital Commitments: Schedule of all partners' capital commitments
3. Investment Guidelines: Detailed investment strategy, restrictions, and guidelines
4. Fee Schedule: Detailed breakdown of management fees and carried interest calculations
5. FATCA/CRS Forms: Required tax and regulatory reporting forms
6. KYC Requirements: Anti-money laundering and know-your-customer documentation requirements
7. Power of Attorney: Form of power of attorney for General Partner actions
8. Partner Contact Information: Administrative details and notice information for all partners
9. Regulatory Disclosures: Required KAGB and AIFMD disclosures
10. Tax Transparency Election: Forms and elections for German tax treatment
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