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Limited Partnership Operating Agreement
"I need a Limited Partnership Operating Agreement for a real estate investment CV with one general partner and five limited partners, where the general partner will contribute expertise and management services while limited partners will contribute €2M each, with quarterly distribution of profits starting March 2025."
1. Parties: Identification of the General Partner(s) and Limited Partner(s), including their full legal names, addresses, and registration details
2. Background: Context of the partnership formation, business purpose, and intention of the parties
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Formation and Name: Formal establishment of the partnership, its name, and effective date
5. Business Purpose: Detailed description of the partnership's business activities and objectives
6. Term and Duration: Partnership duration, conditions for continuation or termination
7. Capital Contributions: Initial and subsequent capital contributions, valuation methods, and capital accounts
8. Partnership Interests: Description of partnership interests, rights, and obligations of partners
9. Management and Control: Management structure, decision-making processes, and authority of General Partner(s)
10. Rights and Obligations of Partners: Detailed responsibilities and rights of both General and Limited Partners
11. Profit and Loss Allocation: Distribution of profits and losses among partners, including calculation methods
12. Distributions: Rules and procedures for making distributions to partners
13. Books and Records: Requirements for maintaining partnership records and providing information to partners
14. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners
15. Dissolution and Liquidation: Processes for partnership dissolution and asset distribution
16. Confidentiality: Protection of partnership's confidential information
17. Notices: Methods and requirements for formal communications between partners
18. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Tax Matters: Specific tax elections, allocations, and compliance procedures - include when tax treatment is crucial to partnership structure
2. Insurance: Requirements for partnership insurance coverage - include when specific insurance needs exist
3. Intellectual Property: IP ownership and protection provisions - include when IP is significant to business
4. Non-Competition: Restrictions on partners' competing activities - include when protecting business interests is crucial
5. Advisory Board: Structure and role of advisory board - include when external advisors are needed
6. Force Majeure: Provisions for unforeseen circumstances - include when business has specific vulnerabilities
7. Environmental Matters: Environmental compliance and liability - include for real estate or industrial operations
8. GDPR Compliance: Data protection and privacy provisions - include when processing personal data
1. Schedule 1 - Initial Capital Contributions: Detailed list of partners' initial capital contributions and valuations
2. Schedule 2 - Partnership Interests: Current ownership percentages and classes of interests
3. Schedule 3 - Business Plan: Initial business plan and strategy
4. Schedule 4 - Management Structure: Detailed management organization and procedures
5. Schedule 5 - Prohibited Activities: List of activities requiring partner approval or prohibited activities
6. Appendix A - Form of Accession Deed: Template for new partners joining the partnership
7. Appendix B - Calculation Methods: Detailed methods for calculating distributions and allocations
8. Appendix C - Registration Requirements: Checklist and forms for Dutch commercial register requirements
Authors
Private Equity
Real Estate
Investment Management
Professional Services
Technology
Manufacturing
Renewable Energy
Infrastructure
Agriculture
Venture Capital
Healthcare
Hospitality
Maritime
International Trade
Legal
Finance
Compliance
Tax
Corporate Governance
Investment
Operations
Risk Management
Administration
Corporate Services
Managing Partner
General Counsel
Chief Financial Officer
Investment Manager
Legal Counsel
Tax Director
Corporate Secretary
Managing Director
Finance Director
Compliance Officer
Risk Manager
Partnership Administrator
Investment Director
Operations Director
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