The Limited Partnership Agreement Venture Capital is a foundational document used when establishing a venture capital fund in Malaysia. It becomes necessary when investors and fund managers wish to create a structured investment vehicle that combines the limited liability protection for investors with the operational flexibility needed for venture capital investments. The agreement must comply with Malaysian regulatory requirements, including the Limited Liability Partnerships Act 2012 and Securities Commission guidelines. It typically includes detailed provisions for capital commitments, investment strategies, profit distribution waterfalls, management fees, and governance structures. The document may also incorporate Shariah-compliant elements to accommodate Malaysia's dual financial system. This agreement is particularly relevant in Malaysia's growing venture capital ecosystem, which focuses on technology, halal industry, and Islamic finance sectors.
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1. Parties: Identification of all partners, including general partner(s) and limited partners
2. Background: Context of the partnership formation and venture capital fund objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Establishment of the partnership, name, registered office, and term
5. Purpose and Investment Strategy: Fund's investment objectives, target sectors, and investment criteria
6. Capital Contributions: Terms of initial and subsequent capital contributions, commitment periods
7. Management and Control: Powers and duties of general partner, investment committee structure
8. Partnership Interests: Classes of partnership interests, rights, and obligations
9. Profit and Loss Allocation: Distribution waterfall, carried interest, and loss sharing provisions
10. Transfer Restrictions: Limitations on transfer of partnership interests
11. Advisory Committee: Formation and role of limited partner advisory committee
12. Fees and Expenses: Management fees, partnership expenses, and cost allocation
13. Reports and Valuations: Financial reporting obligations and valuation methodologies
14. Withdrawals and Removals: Partner withdrawal rights and removal provisions
15. Term and Dissolution: Partnership duration, extension options, and dissolution procedures
16. General Provisions: Confidentiality, notices, amendments, governing law
1. Shariah Compliance: Required for Islamic-compliant funds, specifying Shariah supervisory arrangements and compliance requirements
2. Key Person Provisions: Include when specific individuals are crucial to the fund's operation
3. Co-Investment Rights: When partners have rights to co-invest in portfolio companies
4. ESG Provisions: Environmental, Social and Governance requirements if relevant to fund strategy
5. Strategic Partnerships: When fund has strategic relationships with other entities
6. Foreign Investment Provisions: Required for funds with cross-border investment strategy
7. Leverage Provisions: If fund strategy includes use of leverage
8. Special Economic Zone Provisions: For funds operating within Malaysian special economic zones
1. Schedule 1 - Partner Details: List of all partners, their commitments, and contact details
2. Schedule 2 - Investment Policy: Detailed investment guidelines, restrictions, and concentration limits
3. Schedule 3 - Management Fee Structure: Detailed calculation and payment terms for management fees
4. Schedule 4 - Distribution Waterfall: Detailed mechanics of profit distribution and carried interest calculations
5. Schedule 5 - Valuation Policy: Detailed methodology for portfolio valuation
6. Schedule 6 - Form of Subscription Agreement: Template for admitting new limited partners
7. Schedule 7 - Advisory Committee Rules: Procedures for advisory committee operations
8. Schedule 8 - Reporting Requirements: Templates and specifications for regular reporting
9. Appendix A - Power of Attorney: Limited partners' grant of authority to general partner
10. Appendix B - Compliance Guidelines: Regulatory compliance procedures and requirements
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Healthcare
E-commerce
Renewable Energy
Islamic Finance
Biotechnology
Digital Infrastructure
Manufacturing
Agriculture Technology
Education Technology
Financial Technology
Green Technology
Halal Industry
Digital Economy
Relevant Teams
Legal
Investment
Compliance
Risk Management
Finance
Operations
Corporate Secretarial
Investment Committee
Advisory Board
Portfolio Management
Shariah Advisory
Due Diligence
Relevant Roles
Fund Manager
Investment Director
Legal Counsel
Chief Investment Officer
Compliance Officer
Risk Manager
Managing Partner
Investment Committee Member
Chief Financial Officer
Partnership Secretary
Venture Capital Analyst
Investment Associate
Portfolio Manager
Shariah Advisor
Corporate Lawyer
Investment Operations Manager
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