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The Limited Partnership Agreement is a fundamental document used when establishing a Kommanditgesellschaft (KG) under Austrian law. This type of agreement is particularly suitable for businesses where some partners wish to actively manage the company while bearing unlimited liability (general partners), while others prefer to act as passive investors with limited liability (limited partners). The document is essential for various business ventures, from family businesses to professional services firms, and must comply with the Austrian Commercial Code (UGB). It includes detailed provisions on capital contributions, profit sharing, management rights, transfer restrictions, and partner obligations. The Limited Partnership Agreement serves as the cornerstone document that governs the relationship between partners and provides a clear framework for business operations, dispute resolution, and eventual dissolution or transfer of partnership interests.

1. Parties: Identification of all general partners (Komplementäre) and limited partners (Kommanditisten) with their full legal names, addresses, and registration details if applicable

2. Background: Context of the partnership formation, business purpose, and any relevant historical information

3. Definitions: Definitions of key terms used throughout the agreement

4. Formation and Name: Declaration of partnership formation, partnership name (Firma), registered office, and duration

5. Purpose of Partnership: Detailed description of the partnership's business activities and objectives

6. Capital Contributions: Details of initial capital contributions from all partners, including the limited partner's liability amount (Haftsumme)

7. Partnership Interests: Structure of ownership interests and any restrictions on their transfer

8. Management and Representation: Management rights and responsibilities, particularly of general partners, and rules for partnership representation

9. Decision Making: Voting rights and procedures for partnership decisions

10. Profit and Loss Allocation: Formula and procedures for distributing profits and losses among partners

11. Books and Records: Requirements for maintaining partnership accounts and records

12. Partner Rights and Obligations: Detailed rights and duties of both general and limited partners

13. Term and Termination: Duration of partnership and circumstances allowing termination

14. Dissolution and Liquidation: Procedures for winding up the partnership and distributing assets

15. Governing Law: Confirmation of Austrian law application and jurisdiction