The Venture Capital Partnership Agreement is a foundational document used when establishing a venture capital fund in Germany. It creates the legal framework for a partnership between investors (Limited Partners) and fund managers (General Partner), typically structured as a KG (Kommanditgesellschaft) or GmbH & Co. KG under German law. The agreement encompasses essential elements such as capital commitments, investment strategies, profit-sharing mechanisms, and governance structures, while ensuring compliance with German regulatory requirements, including the Kapitalanlagegesetzbuch (KAGB) and EU regulations like AIFMD. This document is crucial for venture capital firms operating in Germany and serves as the primary reference point for all aspects of fund operations, partner relationships, and investment activities.
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1. Parties: Identification of the General Partner, Limited Partners, and any other parties to the agreement
2. Background: Context of the partnership formation and its intended purpose
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Formation and Name: Legal establishment of the partnership and its registered name
5. Purpose and Investment Strategy: Defined scope of partnership activities and investment focus
6. Term and Termination: Duration of the partnership and conditions for termination
7. Capital Commitments: Partners' capital contribution obligations and drawdown procedures
8. Capital Accounts: Maintenance and adjustments of partners' capital accounts
9. Distributions: Rules governing distribution of proceeds and carried interest
10. Management: Powers and duties of the General Partner and management team
11. Investment Guidelines: Parameters for making and managing investments
12. Fees and Expenses: Management fees, partnership expenses, and cost allocation
13. Transfer Restrictions: Limitations on transfer of partnership interests
14. Reports and Information Rights: Reporting obligations and partner information access rights
15. Partner Meetings: Procedures for partner meetings and voting rights
16. Liability and Indemnification: Scope of partner liability and indemnification provisions
17. Confidentiality: Protection of partnership and portfolio company information
18. Governing Law and Jurisdiction: Application of German law and dispute resolution procedures
1. Key Person Provisions: Used when specific individuals are crucial to the partnership's success, defining consequences if they cease involvement
2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in portfolio companies
3. ESG Guidelines: Environmental, Social, and Governance criteria when the fund has specific ESG commitments
4. Successor Fund Provisions: Restrictions on raising subsequent funds, included for larger or institutional partnerships
5. Strategic Investor Rights: Special provisions for strategic investors with additional rights or obligations
6. AIFMD Compliance: Detailed compliance provisions when the fund falls under AIFMD regulations
7. US Tax Compliance: Include when US investors are involved, covering FATCA and other US tax requirements
8. Parallel Fund Provisions: When parallel investment vehicles are used for different investor categories
1. Schedule 1: Form of Subscription Agreement: Standard form for admitting new Limited Partners
2. Schedule 2: Investment Criteria: Detailed investment guidelines and restrictions
3. Schedule 3: Management Fee Calculations: Detailed methodology for calculating management fees
4. Schedule 4: Distribution Waterfall: Detailed carried interest and distribution calculations
5. Schedule 5: Partner Details: List of partners and their commitment amounts
6. Schedule 6: Valuation Policy: Methodology for valuing portfolio investments
7. Schedule 7: FATCA/CRS Requirements: Tax reporting and compliance requirements
8. Schedule 8: Advisory Committee Rules: Procedures for Advisory Committee operations
9. Appendix A: Power of Attorney: Standard form of power of attorney for General Partner
10. Appendix B: Regulatory Disclosures: Required regulatory and compliance disclosures
11. Appendix C: Transfer Procedures: Detailed procedures for transferring partnership interests
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Investment Management
Private Equity
Venture Capital
Technology
Life Sciences
Clean Technology
Digital Media
Financial Technology
Healthcare
Enterprise Software
E-commerce
Professional Services
Legal Services
Relevant Teams
Legal
Compliance
Investment
Finance
Risk Management
Operations
Fund Administration
Corporate Governance
Investor Relations
Due Diligence
Portfolio Management
Regulatory Affairs
Relevant Roles
Investment Manager
Fund Manager
General Counsel
Legal Counsel
Chief Financial Officer
Managing Partner
Investment Director
Compliance Officer
Risk Manager
Portfolio Manager
Chief Investment Officer
Managing Director
Partner
Investment Analyst
Fund Administrator
Chief Executive Officer
Chief Operating Officer
Investment Committee Member
Legal Director
Regulatory Compliance Manager
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