The Limited Partnership Agreement Venture Capital is a foundational document used in the Philippines to establish and operate venture capital funds. It is essential when setting up a venture capital investment vehicle that complies with Philippine regulations, particularly the Revised Corporation Code and Securities Regulation Code. The agreement is typically used when aggregating capital from multiple investors (Limited Partners) under the management of a professional investment team (General Partner) for the purpose of making strategic investments in high-growth potential companies. The document covers crucial aspects including capital commitments, investment strategy, profit sharing, governance, regulatory compliance, and risk management. It must specifically address Philippine foreign investment restrictions, local securities regulations, and tax considerations while providing flexibility for international investment operations.
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1. Parties: Identification of the General Partner(s), Limited Partners, and the Partnership entity
2. Background: Context of the partnership formation, investment strategy, and objectives
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Formation and Name: Legal establishment of the partnership and its registered name
5. Business Purpose: Specific venture capital investment objectives and permitted activities
6. Term and Termination: Duration of the partnership and conditions for termination
7. Capital Contributions: Initial and subsequent capital commitments, calling of capital
8. Capital Accounts: Maintenance and adjustments of partners' capital accounts
9. Allocation of Profits and Losses: Distribution waterfall and profit-sharing mechanisms
10. Management and Control: Powers and duties of the General Partner, management structure
11. Investment Guidelines: Investment criteria, restrictions, and decision-making process
12. Transfer of Interests: Rules regarding transfer of partnership interests
13. Withdrawal and Removal: Conditions for partner withdrawal and removal of General Partner
14. Reports and Valuations: Financial reporting obligations and valuation methodologies
15. Expenses and Fees: Management fees, partnership expenses, and cost allocation
16. Indemnification: Indemnification provisions for partners and officers
17. Confidentiality: Protection of partnership and portfolio company information
18. Governing Law: Application of Philippine law and jurisdiction
19. General Provisions: Miscellaneous legal and administrative provisions
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's operation
2. Co-Investment Rights: Used when partners have rights to co-invest in portfolio companies
3. FCPA Compliance: Required when dealing with US investors or investments
4. ESG Provisions: Including environmental, social, and governance criteria in investment decisions
5. Strategic Investor Rights: Special provisions for strategic investors with industry expertise
6. Foreign Investment Provisions: Required when foreign investors are involved
7. Alternative Investment Vehicles: Provisions for creating parallel vehicles for specific investments
8. Borrowing and Guarantees: If the partnership will engage in leverage or lending activities
1. Schedule of Partners: List of all partners and their capital commitments
2. Investment Guidelines: Detailed investment criteria and restrictions
3. Valuation Policy: Detailed methodology for valuing investments
4. Fee Structure: Detailed breakdown of management fees and carried interest calculations
5. Form of Capital Call Notice: Template for capital call notifications
6. Form of Transfer Agreement: Template for transferring partnership interests
7. FATCA Requirements: Foreign Account Tax Compliance Act requirements
8. Anti-Money Laundering Policy: Detailed AML procedures and requirements
9. Subscription Agreement: Standard form for new limited partner subscriptions
10. Power of Attorney: Standard form of power of attorney for General Partner
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Healthcare
E-commerce
Telecommunications
Manufacturing
Renewable Energy
Consumer Goods
Agriculture Technology
Education Technology
Fintech
Biotechnology
Real Estate Technology
Digital Media
Enterprise Software
Relevant Teams
Legal
Compliance
Investment Management
Risk Management
Finance
Tax
Operations
Due Diligence
Portfolio Management
Corporate Governance
Fund Administration
Investor Relations
Relevant Roles
Investment Manager
Fund Manager
General Counsel
Chief Financial Officer
Compliance Officer
Managing Partner
Investment Director
Legal Counsel
Corporate Secretary
Risk Manager
Portfolio Manager
Chief Investment Officer
Tax Director
Managing Director
Partnership Administrator
Investment Analyst
Due Diligence Officer
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