The Simple Limited Partnership Agreement is a foundational document used in Indonesia when establishing a Commanditaire Vennootschap (CV), a popular business structure for small to medium-sized enterprises. This agreement is essential when one or more parties wish to actively manage a business (general partners) while others want to invest capital without involvement in day-to-day operations (limited partners). It complies with the Indonesian Commercial Code (KUHD) and recent business regulations, making it suitable for both local and foreign investment structures. The document covers crucial aspects such as capital contributions, profit sharing, management rights, partner obligations, and liability limitations, while providing flexibility for business growth and partner relationships.
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1. Parties: Identifies and provides details of the General Partner(s) and Limited Partner(s), including their legal names, addresses, and registration numbers if applicable
2. Background: Sets out the context of the agreement and the parties' intention to form a limited partnership
3. Definitions: Defines key terms used throughout the agreement
4. Partnership Formation: Establishes the creation of the partnership, its name, and business purpose
5. Capital Contributions: Details the initial and any agreed future capital contributions of all partners
6. Roles and Responsibilities: Defines the duties and authority of General Partner(s) and limitations on Limited Partner(s)' involvement
7. Profit and Loss Distribution: Specifies how profits and losses will be shared among partners
8. Management and Control: Outlines management structure and decision-making processes
9. Bank Accounts and Financial Records: Establishes requirements for maintaining partnership finances and records
10. Transfer of Partnership Interests: Sets out rules for transferring partnership interests to other parties
11. Term and Termination: Specifies partnership duration and conditions for termination
12. Dissolution and Liquidation: Procedures for winding up the partnership and distributing assets
13. Governing Law: Confirms Indonesian law as governing law and jurisdiction
14. Notices: Specifies how formal communications between partners should be made
15. Execution: Signature blocks and execution formalities
1. Non-Competition: Restricts partners from competing with the partnership - include when partners have other business interests
2. Intellectual Property: Addresses ownership and use of IP - include when partnership will develop or use significant IP
3. Foreign Investment Provisions: Special provisions for foreign partners - include when there are foreign partners
4. Additional Capital Calls: Procedures for requesting additional capital - include for partnerships anticipating future capital needs
5. Dispute Resolution: Detailed arbitration or mediation procedures - include when partners want alternative dispute resolution
6. Insurance: Required insurance coverage - include for high-risk business activities
7. Employment of Partners: Terms for partners' employment in the business - include when partners will be actively employed
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule B - Profit Sharing Ratios: Specific percentages or formulas for profit and loss allocation
3. Schedule C - Business Plan: Initial business plan and objectives of the partnership
4. Schedule D - Partner Details: Complete partner information including contact details and tax numbers
5. Appendix 1 - Partnership Registration Documents: Copies of official registration documents and licenses
6. Appendix 2 - Management Procedures: Detailed procedures for day-to-day management and decision-making
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Agriculture
Technology
Real Estate
Construction
Trading
Professional Services
Food and Beverage
Tourism and Hospitality
Mining
Transportation and Logistics
Small and Medium Enterprises
Relevant Teams
Legal
Corporate Affairs
Finance
Compliance
Risk Management
Business Development
Investment
Operations
Company Secretarial
Corporate Governance
Relevant Roles
Business Owner
Managing Partner
Investment Manager
Legal Counsel
Chief Executive Officer
Chief Financial Officer
Business Development Manager
Corporate Secretary
Compliance Officer
Risk Manager
Partnership Manager
Director of Operations
Investment Advisor
Company Registrar
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