The Limited Partnership Agreement is a crucial document used in Malaysia when establishing a business structure that combines active management partners with passive investors. This agreement type is particularly relevant for investment vehicles, real estate projects, and various business ventures where certain partners wish to maintain management control while others seek to limit their liability to their capital contribution. The document must comply with Malaysian Partnership Act 1961 and addresses key aspects such as partnership formation, capital contributions, profit sharing, management rights, transfer restrictions, and dissolution procedures. It's essential for protecting all parties' interests while maintaining the distinct roles and responsibilities of General and Limited Partners under Malaysian law.
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1. Parties: Identification of the General Partner(s) and Limited Partner(s), including their full legal names, registration numbers (if applicable), and addresses
2. Background: Context of the partnership formation, business purpose, and intent of the parties
3. Definitions: Defined terms used throughout the agreement
4. Partnership Formation: Establishment of the partnership, name, commencement date, and business address
5. Nature of Business: Detailed description of the partnership's business activities and scope
6. Capital Contributions: Initial and subsequent capital contributions by all partners
7. Partnership Interests: Allocation of partnership interests and ownership percentages
8. Profits and Losses: Distribution of profits and allocation of losses among partners
9. Management and Control: Powers and duties of General Partner(s), management structure, and decision-making processes
10. Rights and Obligations of Partners: Specific rights and duties of both General and Limited Partners
11. Restrictions on Limited Partners: Limitations on Limited Partners' involvement in management
12. Transfer of Partnership Interests: Rules and procedures for transferring partnership interests
13. Term and Termination: Duration of partnership and circumstances for termination
14. Dissolution and Winding Up: Procedures for partnership dissolution and asset distribution
15. Books and Records: Requirements for maintaining partnership records and financial statements
16. Notices: Process for giving formal notices between partners
17. Governing Law: Specification of Malaysian law as governing law
18. Dispute Resolution: Procedures for resolving disputes between partners
1. Investment Committee: Required when the partnership involves investment decisions requiring oversight
2. Advisory Board: Used when the partnership structure includes an advisory board for strategic guidance
3. Key Person Provisions: Included when specific individuals are crucial to the partnership's operations
4. Co-Investment Rights: When partners have rights to participate in future investment opportunities
5. Tag-Along Rights: Protection for minority partners in case of stake sale by majority partners
6. Drag-Along Rights: Rights of majority partners to force minority partners to join in sale of partnership
7. Non-Competition: Restrictions on partners engaging in competing businesses
8. Intellectual Property Rights: When the partnership involves significant IP assets
9. Environmental Compliance: Required for partnerships operating in environmentally sensitive industries
1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule 2 - Partnership Interests: Detailed allocation of partnership interests and voting rights
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Management Structure: Detailed organizational structure and management procedures
5. Schedule 5 - Profit Distribution Policy: Detailed procedures for calculating and distributing profits
6. Appendix A - Partner Details: Complete information about all partners including contact details
7. Appendix B - Assets Schedule: List of partnership assets and their valuation
8. Appendix C - Form of Transfer Notice: Template for notice of transfer of partnership interests
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