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The Limited Partnership Agreement Private Equity is a foundational document used when establishing a private equity fund structure in Belgium. It is particularly relevant when investors seek to pool capital for making private equity investments while maintaining limited liability for Limited Partners and delegating management authority to a General Partner. The agreement must comply with Belgian company law, particularly the provisions of the Belgian Company Code relating to limited partnerships, as well as EU regulations including AIFMD. The document details capital commitments, investment strategies, management fees, carried interest arrangements, governance structures, and regulatory compliance requirements. It is essential for both domestic Belgian private equity operations and cross-border investment activities, incorporating necessary safeguards and mechanisms for investor protection while facilitating efficient fund management and investment execution.

1. Parties: Identification of the General Partner, Limited Partners, and the Partnership entity

2. Background: Context of the partnership formation, investment strategy, and objectives

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. Formation and Name: Details of partnership establishment, name, registered office, and duration

5. Purpose and Investment Strategy: Defined scope of partnership activities and investment focus

6. Capital Contributions: Structure of capital commitments, drawdown procedures, and capital accounts

7. Management and Control: Powers and duties of the General Partner, management structure, and decision-making processes

8. Investment Committee: Composition, role, and procedures of the investment committee

9. Advisory Board: Composition, role, and procedures of the advisory board

10. Distributions and Allocations: Distribution waterfall, profit sharing, and allocation mechanisms

11. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners

12. Regulatory Compliance: Compliance with Belgian and EU regulations, including AIFMD requirements

13. Reporting and Information Rights: Financial reporting obligations and information rights of partners

14. Expenses and Fees: Management fees, partnership expenses, and cost allocation

15. Term and Termination: Partnership duration, extension provisions, and termination events

16. Dissolution and Liquidation: Procedures for winding up the partnership and asset distribution

17. Representations and Warranties: Standard representations of partners and the partnership

18. Confidentiality: Confidentiality obligations and permitted disclosures

19. Notices: Communication procedures between partners

20. Governing Law and Jurisdiction: Belgian law application and dispute resolution mechanisms