The Limited Company Partnership Agreement is a crucial document used in New Zealand when establishing a partnership where one or more partners is a limited company. This structure is particularly valuable for businesses seeking to combine the benefits of limited liability with partnership flexibility. The agreement must comply with both the Limited Partnerships Act 2008 and the Companies Act 1993, making it suitable for ventures requiring significant capital investment, risk management, or complex ownership structures. It includes comprehensive provisions for capital contributions, profit sharing, management rights, transfer restrictions, and partner obligations. This type of agreement is commonly used in investment ventures, property developments, professional services, and other business activities where partners want to maintain limited liability while participating in a partnership structure.
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1. Parties: Identifies and defines all parties to the agreement, including the limited company partner(s) and any general partners
2. Background: Sets out the context and purpose of the partnership, including the business objectives and intent of the parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Formation and Registration: Details of partnership formation, registration requirements, and compliance with NZ law
5. Capital Contributions: Specifies initial and ongoing capital contributions from each partner
6. Partnership Interests: Defines ownership percentages and types of partnership interests
7. Management and Control: Outlines management structure, decision-making processes, and voting rights
8. Rights and Obligations of Partners: Details the specific rights, duties, and obligations of all partners
9. Financial Matters: Covers accounting practices, distribution of profits/losses, and financial reporting
10. Transfer of Interests: Procedures for transferring partnership interests and restrictions thereon
11. Termination and Dissolution: Circumstances and procedures for partnership termination and asset distribution
12. Dispute Resolution: Procedures for resolving disputes between partners
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Intellectual Property: Include when the partnership owns or develops significant IP assets
2. Employment Matters: Include when the partnership will have employees or specific employment policies
3. Confidentiality: Detailed confidentiality provisions when dealing with sensitive information
4. Non-Competition: Include when partners need to be restricted from competing activities
5. Insurance: Specific insurance requirements when significant assets or risks are involved
6. Related Party Transactions: Include when partners may conduct business with related entities
7. International Operations: Include for partnerships operating across multiple jurisdictions
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule 2: Partnership Interests: Detailed allocation of partnership interests and ownership percentages
3. Schedule 3: Business Plan: Initial business plan and strategic objectives
4. Schedule 4: Management Structure: Detailed management structure and reporting lines
5. Schedule 5: Reserved Matters: List of decisions requiring special approval or unanimous consent
6. Appendix A: Deed of Accession: Template for admitting new partners
7. Appendix B: Partner Contact Details: Contact information for all partners and key representatives
8. Appendix C: Compliance Requirements: Checklist of regulatory and compliance obligations
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Real Estate
Investment and Finance
Technology and Software
Manufacturing
Construction
Agriculture
Retail and Distribution
Healthcare
Education
Mining and Resources
Transport and Logistics
Hospitality and Tourism
Relevant Teams
Legal
Finance
Corporate Governance
Risk and Compliance
Business Development
Operations
Investment
Strategy
Corporate Affairs
Administrative
Relevant Roles
Chief Executive Officer
Managing Director
Company Director
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Partnership Manager
Business Development Manager
Investment Manager
Company Secretary
Risk Manager
Compliance Officer
Operations Director
Board Member
Financial Controller
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