The Venture Capital Partnership Agreement is a foundational document used when establishing a venture capital fund in the Netherlands. It serves as the primary governing document that defines the relationship between investors (Limited Partners) and fund managers (General Partners), setting out the terms for capital deployment, investment management, profit distribution, and fund governance. This agreement must comply with Dutch legal requirements, including the Dutch Civil Code (Burgerlijk Wetboek) and Financial Supervision Act (Wft), while also addressing EU-level regulations such as AIFMD. The document is essential for venture capital firms operating in the Netherlands and typically includes detailed provisions on investment strategy, management fees, carried interest, regulatory compliance, reporting obligations, and exit mechanisms. It forms the legal backbone for the entire fund operation and investor relationships.
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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 its intended purpose
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Formation and Term: Establishment of the partnership, its name, purpose, and duration
5. Capital Contributions: Terms and conditions of partner capital contributions, including timing and amounts
6. Partnership Interests: Description of partnership interests, classes, and rights attached
7. Management and Administration: Powers and duties of the General Partner, management structure
8. Investment Strategy and Restrictions: Investment objectives, permitted investments, and investment restrictions
9. Economic Terms: Profit and loss allocation, distributions, and carried interest provisions
10. Transfer of Interests: Rules governing transfer of partnership interests and admission of new partners
11. Regulatory Compliance: Compliance with Dutch and EU regulations, including Wft and AIFMD requirements
12. Reports and Information Rights: Financial reporting, information rights, and transparency obligations
13. Liability and Indemnification: Limitation of liability and indemnification provisions
14. Termination and Dissolution: Circumstances and procedures for partnership termination and dissolution
15. General Provisions: Miscellaneous legal provisions including notices, amendments, governing law
1. Key Person Provisions: Used when specific individuals are crucial to the partnership's success, defining their commitments and consequences of departure
2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in portfolio companies
3. ESG Policy: Environmental, Social and Governance provisions, increasingly common in modern VC agreements
4. Alternative Investment Structures: Include when the partnership may use parallel funds or alternative investment vehicles
5. Strategic Partners: Used when certain partners have special rights or obligations beyond standard LP terms
6. Advisory Board: Include when the partnership will have an advisory board, defining its composition and role
7. Excuse and Exclusion: Provisions allowing LPs to be excused or excluded from certain investments
8. Digital Asset Provisions: Include when the partnership may invest in digital assets or cryptocurrencies
1. Subscription Agreement: Form of agreement for partners to subscribe to partnership interests
2. Capital Commitments: Schedule of partner commitments and contribution details
3. Investment Guidelines: Detailed investment criteria, restrictions, and procedures
4. Management Fee Structure: Detailed calculations and terms for management fees
5. Carried Interest Calculations: Detailed methodology for calculating and distributing carried interest
6. Valuation Policy: Methodology for valuing partnership investments
7. Tax Matters: Detailed tax provisions and procedures
8. Form of Transfer Agreement: Template for transferring partnership interests
9. KYC Requirements: Required documentation and procedures for partner verification
10. FATCA/CRS Compliance: Forms and procedures for tax reporting compliance
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Healthcare
Biotechnology
Clean Energy
Software
E-commerce
Manufacturing
Real Estate
Infrastructure
Telecommunications
Media and Entertainment
Consumer Goods
Professional Services
Life Sciences
Relevant Teams
Legal
Compliance
Finance
Investment Management
Risk Management
Tax
Fund Administration
Operations
Investment Committee
Executive Management
Portfolio Management
Investor Relations
Relevant Roles
Investment Manager
Fund Manager
General Counsel
Legal Director
Compliance Officer
Chief Financial Officer
Managing Partner
Investment Director
Risk Manager
Partnership Administrator
Chief Investment Officer
Head of Venture Capital
Senior Legal Counsel
Tax Director
Fund Controller
Investment Committee Member
Portfolio Manager
Managing Director
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