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Limited Partnership Agreement for Saudi Arabia

Limited Partnership Agreement Template for Saudi Arabia

A Limited Partnership Agreement under Saudi Arabian law is a comprehensive legal document that establishes and governs the relationship between general partners (who manage the business and bear unlimited liability) and limited partners (who are passive investors with liability limited to their capital contribution). The agreement must comply with the Saudi Companies Law of 2015, relevant Ministry of Commerce regulations, and Sharia principles. It details capital contributions, profit/loss sharing, management rights, transfer restrictions, and dissolution procedures while ensuring all provisions align with Islamic law principles and local commercial regulations.

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What is a Limited Partnership Agreement?

The Limited Partnership Agreement is essential for businesses in Saudi Arabia seeking to establish a structure where certain partners actively manage operations while others serve as passive investors. This agreement type is governed by the Saudi Companies Law of 2015 and must comply with Sharia principles, making it distinct from Western-style limited partnerships. It's particularly useful for family businesses, investment ventures, and professional services firms where some partners want to limit their liability while others manage daily operations. The document comprehensively covers partnership formation, capital contributions, profit sharing, management rights, transfer restrictions, and dissolution procedures, while ensuring compliance with Saudi commercial regulations and Islamic law principles. It's crucial for protecting both general and limited partners' interests while maintaining legal compliance in the Saudi business environment.

What sections should be included in a Limited Partnership Agreement?

1. Parties: Identifies and provides details of all general and limited partners

2. Background: States the context and intention to form a limited partnership

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Establishes the partnership's legal formation and official name

5. Business Purpose: Defines the scope and nature of partnership business activities

6. Term and Duration: Specifies partnership duration and renewal terms

7. Capital Contributions: Details initial and subsequent capital contributions from all partners

8. Partnership Interests: Outlines ownership percentages and types of partnership interests

9. Management and Control: Specifies management rights of general partners and limitations on limited partners

10. Profit and Loss Allocation: Details how profits and losses will be distributed among partners

11. Distributions: Establishes rules for cash and asset distributions

12. Books and Records: Outlines recordkeeping requirements and partner access rights

13. Transfer Restrictions: Specifies limitations on transferring partnership interests

14. Withdrawal and Removal: Procedures for partner withdrawal or removal

15. Dissolution and Liquidation: Process for partnership dissolution and asset distribution

16. Governing Law: Confirms Saudi law application and Sharia compliance

17. Dispute Resolution: Specifies dispute resolution procedures

What sections are optional to include in a Limited Partnership Agreement?

1. Foreign Investment Provisions: Required when any partner is a non-Saudi entity, addressing SAGIA requirements

2. Intellectual Property: Include when the partnership will develop or use significant IP assets

3. Non-Competition: Add when partners need to be restricted from competing activities

4. Additional Capital Calls: Include when the business model may require future capital investments

5. Advisory Board: Add when the partnership requires external advisors or oversight

6. Tag-Along Rights: Include to protect minority partners in case of ownership transfer

7. Drag-Along Rights: Add to facilitate potential future sale of the partnership

8. Islamic Finance Provisions: Required when the partnership will engage in Islamic financing activities

What schedules should be included in a Limited Partnership Agreement?

1. Schedule 1 - Partner Information: Detailed information about all partners, including contact details and representatives

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions

3. Schedule 3 - Business Plan: Initial business plan and operational strategy

4. Schedule 4 - Management Structure: Detailed management structure and decision-making procedures

5. Schedule 5 - Distribution Policy: Detailed procedures for profit distribution and reinvestment

6. Appendix A - Power of Attorney: Standard form for partner representations

7. Appendix B - Transfer Notice: Standard form for transfer of partnership interests

8. Appendix C - Compliance Procedures: Procedures for ensuring compliance with Saudi regulations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Saudi Arabia

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions










































Clauses









































Relevant Industries

Real Estate Development

Manufacturing

Trading and Distribution

Technology and Software

Healthcare Services

Construction and Engineering

Hospitality and Tourism

Professional Services

Retail

Agriculture

Energy and Mining

Transportation and Logistics

Financial Services (Sharia-compliant)

Education

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Risk Management

Business Development

Operations

Investment

Corporate Affairs

Executive Leadership

Administrative

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Director

Managing Partner

Investment Director

Business Development Manager

Compliance Officer

Corporate Secretary

Finance Director

General Counsel

Partnership Manager

Risk Manager

Operations Director

Commercial Director

Board Member

Company Secretary

Investment Relations Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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