The Limited Partnership Agreement is a crucial document used in New Zealand when establishing a limited partnership structure under the Limited Partnerships Act 2008. This agreement type is particularly valuable for investment vehicles, business ventures, and projects requiring clear separation between management and investment roles. It defines the relationship between general partners (who manage the partnership and bear unlimited liability) and limited partners (who typically only provide capital and have limited liability). The document outlines capital contributions, profit-sharing arrangements, management responsibilities, transfer restrictions, and exit mechanisms. It's especially popular in private equity, venture capital, and real estate investment sectors, offering tax transparency while protecting limited partners' interests. The agreement must comply with New Zealand's regulatory requirements, including registration with the Companies Office and adherence to local partnership laws.
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1. Parties: Identification of the General Partner(s) and Limited Partner(s), including full legal names and addresses
2. Background: Context of the partnership formation, business purpose, and any relevant pre-agreement matters
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Formation and Registration: Details of partnership establishment, registration requirements, and term of partnership
5. Partnership Name and Business: Official name of the partnership and scope of business activities
6. Capital Contributions: Initial and subsequent capital contributions, terms and conditions of contributions
7. Partnership Interests: Allocation of partnership interests, units, or shares among partners
8. Management and Control: Powers and duties of General Partner(s), management structure, and decision-making processes
9. Limited Partners' Rights and Restrictions: Rights, limitations, and prohibited activities of Limited Partners
10. Distributions and Allocations: Distribution policy, profit/loss allocation, and distribution restrictions
11. Records and Accounts: Requirements for financial records, accounting practices, and reporting obligations
12. Transfer of Interests: Rules and restrictions regarding transfer of partnership interests
13. Withdrawal and Removal: Processes for partner withdrawal, removal of General Partner, and consequences
14. Dissolution and Winding Up: Circumstances triggering dissolution, winding up procedures, and asset distribution
15. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Investment Committee: Required when the partnership establishes a committee to oversee investment decisions
2. Advisory Board: Used when the partnership includes an advisory board structure
3. Key Person Provisions: Needed when specific individuals are crucial to the partnership's operations
4. Default Provisions: Detailed procedures for handling partner defaults, particularly relevant for investment partnerships
5. Co-Investment Rights: Include when partners have rights to co-invest in partnership opportunities
6. FATCA Compliance: Required when the partnership has US partners or US investments
7. Tag-Along and Drag-Along Rights: Include for partnerships where these exit rights are relevant
8. Competing Activities: Non-compete provisions when partners have other business interests
9. Environmental, Social and Governance (ESG): Include when the partnership has specific ESG requirements or commitments
1. Schedule 1: Partner Details: Detailed information about all partners, including contact details and initial capital contributions
2. Schedule 2: Business Plan: Initial business plan and investment strategy of the partnership
3. Schedule 3: Management Fee Structure: Details of management fees, calculation methods, and payment terms
4. Schedule 4: Distribution Waterfall: Detailed distribution priorities and calculations
5. Schedule 5: Valuation Methodology: Agreed methods for valuing partnership assets and interests
6. Schedule 6: Reserved Matters: Decisions requiring special approval or unanimous consent
7. Appendix A: Form of Deed of Adherence: Template for new partners joining the partnership
8. Appendix B: Compliance Procedures: AML/CFT and other regulatory compliance procedures
9. Appendix C: Power of Attorney: Standard form of power of attorney granted to General Partner
Relevant legal definitions
Clauses
Relevant Industries
Private Equity
Venture Capital
Real Estate Investment
Infrastructure Development
Asset Management
Professional Services
Agriculture and Farming
Technology and Innovation
Investment Management
Property Development
Financial Services
Clean Energy and Sustainability
Healthcare Investment
Mining and Resources
Relevant Teams
Legal
Corporate
Investment
Finance
Compliance
Risk Management
Tax
Operations
Fund Administration
Company Secretariat
Executive Management
Business Development
Governance
Relevant Roles
General Counsel
Legal Director
Corporate Lawyer
Investment Manager
Fund Manager
Chief Executive Officer
Chief Financial Officer
Managing Partner
Investment Director
Legal Counsel
Company Secretary
Partnership Administrator
Compliance Officer
Private Equity Manager
Venture Capital Manager
Risk Manager
Investment Analyst
Tax Director
Corporate Secretary
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