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The Simple Limited Partnership Agreement is utilized when establishing a limited partnership structure under New Zealand law, particularly the Limited Partnerships Act 2008. This document is essential for businesses seeking to create a partnership where one or more general partners manage the business and assume full liability, while limited partners contribute capital but have limited liability and involvement in management. The agreement covers crucial aspects such as capital contributions, profit distribution, management rights, partner obligations, and exit procedures. It's particularly suitable for investment vehicles, professional services, and business ventures requiring clear separation between management and investment partners while maintaining tax transparency. The document must comply with New Zealand regulatory requirements while providing sufficient flexibility to accommodate specific business needs and partner relationships.

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

2. Background: Sets out the context and purpose of forming the limited partnership

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Formation of Partnership: Details of partnership establishment, name, commencement date, and registration requirements

5. Partnership Capital and Contributions: Specifies initial and any subsequent capital contributions from all partners

6. Business of the Partnership: Defines the scope and nature of the partnership's business activities

7. Management and Control: Outlines the general partner's management rights and responsibilities

8. Rights and Obligations of Limited Partners: Specifies limited partners' rights and restrictions on their involvement

9. Decision Making: Procedures for partnership decisions and voting rights

10. Distributions and Profit Sharing: Rules for allocation of profits, losses, and distributions

11. Records and Accounts: Requirements for maintaining partnership records and financial accounts

12. Transfer of Partnership Interests: Rules and procedures for transferring partnership interests

13. Default and Consequences: Defines events of default and their consequences

14. Termination and Dissolution: Circumstances and procedures for partnership termination

15. General Provisions: Standard clauses including notices, amendments, governing law