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Real Estate Limited Partnership Agreement for the United Kingdom

Real Estate Limited Partnership Agreement Template for England and Wales

A Real Estate Limited Partnership Agreement under English and Welsh law is a comprehensive legal document establishing a limited partnership structure for real estate investment and development activities. It governs the relationship between general partners (who manage the partnership) and limited partners (who provide capital), setting out capital contributions, profit sharing, management rights, investment restrictions, and exit mechanisms. The agreement must comply with the Limited Partnerships Act 1907 and related English property law requirements.

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Real Estate Limited Partnership Agreement

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What is a Real Estate Limited Partnership Agreement?

The Real Estate Limited Partnership Agreement is essential when establishing a property investment vehicle in England and Wales. It's commonly used when multiple investors pool capital for real estate ventures while maintaining limited liability. The document addresses crucial aspects including capital commitments, investment criteria, management responsibilities, profit distribution, and exit strategies. It must comply with English partnership law, particularly the Limited Partnerships Act 1907, and incorporate relevant property law considerations. This structure is particularly popular for institutional real estate investment and development projects.

What sections should be included in a Real Estate Limited Partnership Agreement?

1. Parties: Identification of all partners, including general and limited partners

2. Background: Context and purpose of the partnership

3. Definitions: Key terms used throughout the agreement

4. Partnership Structure: Legal form, name, and registered office

5. Capital Contributions: Initial and subsequent capital commitments

6. Management and Control: Powers and duties of general partner

7. Profit and Loss Allocation: Distribution waterfall and loss sharing

8. Transfer Restrictions: Rules regarding transfer of partnership interests

9. Term and Termination: Duration and dissolution provisions

What sections are optional to include in a Real Estate Limited Partnership Agreement?

1. Investment Committee: Structure and powers of investment committee for larger partnerships with institutional investors

2. Key Person Provisions: Requirements for key personnel retention when success depends on specific individuals

3. Co-Investment Rights: Terms for additional investment opportunities when offering co-investment rights to limited partners

What schedules should be included in a Real Estate Limited Partnership Agreement?

1. Schedule 1: Capital Commitments: Detailed breakdown of partner commitments

2. Schedule 2: Investment Guidelines: Permitted investments and restrictions

3. Schedule 3: Valuation Policy: Methodology for valuing partnership assets

4. Schedule 4: Management Fee Structure: Detailed fee calculations and terms

5. Appendix A: Form of Transfer Agreement: Standard form for transferring partnership interests

6. Appendix B: Subscription Agreement: Template for admitting new partners

Authors

Alex Denne

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

Jurisdiction

England and Wales

Cost

Free to use
Relevant legal definitions



































































Clauses







































Industries

Limited Partnerships Act 1907: Core legislation governing limited partnerships in the UK, defining structure, registration requirements, and partner roles

Partnership Act 1890: Foundational partnership law that applies to limited partnerships where not modified by the 1907 Act

Law of Property Act 1925: Primary legislation governing real estate transactions and property rights, relevant for partnership property holdings

Landlord and Tenant Act 1954: Legislation governing commercial leasing relationships, important if the partnership will be involved in commercial property letting

Land Registration Act 2002: Sets out requirements for property registration and partnership's interest in land

Financial Services and Markets Act 2000: Regulatory framework for financial services, particularly relevant if the partnership qualifies as a collective investment scheme

Alternative Investment Fund Managers Directive (AIFMD): EU-derived regulations affecting alternative investment funds, may apply depending on partnership structure

Income Tax Act 2007: Primary legislation governing income tax treatment of partnership income and distributions

Corporation Tax Act 2010: Legislation governing corporate tax implications for the partnership structure

Finance Act (Various Years): Annual legislation affecting tax treatment, capital gains implications, and SDLT considerations for real estate partnerships

Money Laundering Regulations 2017: Regulations setting out due diligence requirements and anti-money laundering obligations, particularly relevant for real estate transactions

Teams

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