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Limited Partnership Operating Agreement Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Limited Partnership Operating Agreement is essential for establishing a Commanditaire Vennootschap (CV) in the Netherlands, commonly used for investment structures, professional services, and international business operations. This document is crucial when parties seek to combine active management by general partners with passive investment from limited partners, while maintaining limited liability for the latter. The agreement must comply with Dutch partnership law requirements, including registration in the Commercial Register (Handelsregister). It details capital contributions, profit-sharing arrangements, management rights, transfer restrictions, and partner obligations. The CV structure is particularly attractive for international investors due to its tax transparency and flexibility in structuring arrangements between partners.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























































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Relevant Industries

Private Equity

Real Estate

Investment Management

Professional Services

Technology

Manufacturing

Renewable Energy

Infrastructure

Agriculture

Venture Capital

Healthcare

Hospitality

Maritime

International Trade

Relevant Teams

Legal

Finance

Compliance

Tax

Corporate Governance

Investment

Operations

Risk Management

Administration

Corporate Services

Relevant Roles

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

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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