The Limited Partnership Subscription Agreement is a crucial document used in Australian investment structures when a new Limited Partner wishes to invest in a limited partnership. This document is typically employed by private equity funds, venture capital firms, and other investment vehicles structured as limited partnerships. It contains all necessary provisions required under Australian law, including state-specific partnership legislation and federal regulatory requirements. The agreement details the subscription process, commitment amounts, capital call procedures, and investor representations, while ensuring compliance with Australian financial services regulations, AML/CTF requirements, and foreign investment rules where applicable. It serves as both a commercial and compliance document, establishing the relationship between the incoming Limited Partner and the partnership structure.
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1. Parties: Identifies the Limited Partnership, General Partner, and the subscribing Limited Partner
2. Background: Contextual information about the Limited Partnership and the purpose of the subscription
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation principles
4. Subscription for Partnership Interest: Details of the partnership interest being subscribed for, including commitment amount and payment terms
5. Admission Process: Steps and conditions for admission as a Limited Partner
6. Representations and Warranties: Statements of fact and assurances from the subscribing Limited Partner
7. Acknowledgments: Specific acknowledgments by the Limited Partner regarding partnership terms and risks
8. Compliance with Partnership Agreement: Confirmation of adherence to the main partnership agreement terms
9. Capital Contributions: Terms governing the timing and process for capital contributions
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process and requirements for giving formal notices
12. General Provisions: Standard boilerplate clauses including governing law, amendments, and assignment
1. FATCA Compliance: Required if there are US investors or US tax implications
2. AML/CTF Requirements: Detailed section needed if not covered in schedules or if specific obligations need highlighting
3. Power of Attorney: Required if the Limited Partner needs to grant specific powers to the General Partner
4. Tag-Along Rights: Include if Limited Partners are given rights to participate in sales by other partners
5. Drag-Along Rights: Include if majority partners can force other partners to join in a sale
6. Key Person Provisions: Include if the subscription is contingent on certain individuals remaining involved
7. Sophisticated Investor Confirmation: Required if targeting wholesale/sophisticated investors only
8. Foreign Investment Provisions: Required if there are foreign investment restrictions or requirements
1. Subscription Details: Form detailing commitment amount, partner information, and payment details
2. Partnership Agreement: Copy or summary of the main Partnership Agreement
3. Investment Eligibility Questionnaire: Questionnaire to confirm investor qualification status
4. KYC and AML Checklist: List of required documents and information for identity verification
5. Tax Forms: Required tax forms and declarations
6. Wire Transfer Instructions: Banking details for capital contributions
7. Investor Qualification Forms: Forms to verify sophisticated/wholesale investor status
8. Privacy Notice: Details of how personal information will be handled
9. Risk Disclosure Statement: Detailed disclosure of investment risks
Authors
Relevant legal definitions
Clauses
Relevant Industries
Private Equity
Venture Capital
Real Estate Investment
Infrastructure
Asset Management
Financial Services
Investment Management
Professional Services
Alternative Investments
Property Development
Relevant Teams
Legal
Compliance
Investment Management
Fund Administration
Risk Management
Finance
Operations
Investor Relations
Due Diligence
Corporate Governance
Relevant Roles
Investment Manager
Fund Manager
Legal Counsel
Compliance Officer
Chief Investment Officer
Chief Financial Officer
Partnership Administrator
Investment Director
Risk Manager
Company Secretary
Due Diligence Officer
Investor Relations Manager
Portfolio Manager
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