Venture Capital General Partner Agreement

Venture Capital General Partner Agreement Template for Austria

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Key Requirements PROMPT example:

"I need a Venture Capital General Partner Agreement under Austrian law for a new €50M technology-focused fund launching in March 2025, with specific provisions for ESG compliance and cryptocurrency investments."

Document background

The Venture Capital General Partner Agreement is a foundational document used when establishing or restructuring venture capital funds in Austria. It is essential for defining the legal and operational framework between the general partner and the fund vehicle, typically structured as a limited partnership (Kommanditgesellschaft). This agreement is particularly crucial in the Austrian context, where it must comply with both domestic regulations (such as the AIFMG) and EU directives. The document covers comprehensive terms including management fees, carried interest, investment policies, regulatory compliance, and governance structures. It's typically used when launching new funds, bringing in new general partners, or updating existing fund structures to comply with evolving regulatory requirements. The agreement must be carefully tailored to meet specific Austrian legal requirements while addressing international investment management standards.

Suggested Sections

1. Parties: Identification of the general partner(s) and the fund entity

2. Background: Context of the agreement, fund structure, and purpose

3. Definitions: Key terms used throughout the agreement including financial, regulatory, and operational definitions

4. Appointment and Authority: Formal appointment of general partner and scope of authority

5. Duties and Responsibilities: Detailed obligations of the general partner including fund management, investment decisions, and regulatory compliance

6. Management Fee: Structure and calculation of management fees, payment terms, and adjustments

7. Carried Interest: Formula for carried interest calculation, vesting, clawback provisions, and distribution waterfall

8. Investment Committee: Structure, composition, and decision-making processes of the investment committee

9. Regulatory Compliance: Obligations regarding AIFMD compliance, reporting, and other regulatory requirements

10. Representations and Warranties: Standard and specific declarations by the general partner

11. Liability and Indemnification: Scope of liability, limitations, and indemnification provisions

12. Term and Termination: Duration of appointment, termination grounds, and consequences

13. Confidentiality: Protection of fund and portfolio company information

14. Notices: Communication procedures and contact details

15. Governing Law and Jurisdiction: Confirmation of Austrian law application and dispute resolution procedures

Optional Sections

1. Key Person Provisions: Used when specific individuals are crucial to the fund's operation, defining their commitments and consequences of departure

2. Non-Competition: Required when partners need to be restricted from competing activities

3. Co-Investment Rights: Include when general partners have rights to co-invest alongside the fund

4. Succession Planning: Necessary for larger partnerships to address partner retirement and replacement

5. Insurance Requirements: Specific insurance obligations beyond standard coverage

6. ESG Policy: Environmental, Social and Governance requirements if part of fund mandate

7. Related Party Transactions: Required when there are affiliated entities or parallel funds

8. Digital Asset Provisions: Necessary for funds investing in digital assets or cryptocurrencies

Suggested Schedules

1. Investment Guidelines: Detailed investment criteria, restrictions, and processes

2. Carried Interest Calculations: Detailed methodology and examples of carried interest calculations

3. Management Fee Structure: Detailed breakdown of fee calculations and adjustments

4. Compliance Manual: Regulatory compliance procedures and requirements

5. Conflict Resolution Procedures: Detailed processes for handling conflicts of interest

6. Reporting Requirements: Templates and specifications for required reports

7. Investment Committee Charter: Detailed procedures for investment committee operations

8. Form of GP Capital Commitment: Terms of general partner's capital commitment to the fund

9. Key Person Insurance Requirements: Specifications for required insurance coverage

10. Anti-Money Laundering Procedures: Detailed AML compliance procedures

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Investment Management

Venture Capital

Private Equity

Technology

Professional Services

Banking

Legal Services

Fund Administration

Asset Management

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Finance

Operations

Fund Administration

Investor Relations

Regulatory Reporting

Portfolio Management

Relevant Roles

General Partner

Fund Manager

Managing Director

Investment Director

Chief Investment Officer

Legal Counsel

Compliance Officer

Risk Manager

Chief Financial Officer

Fund Administrator

Investment Committee Member

Portfolio Manager

Managing Partner

Head of Venture Capital

Regulatory Reporting Officer

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