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Venture Capital Partnership Agreement for Ireland

Venture Capital Partnership Agreement Template for Ireland

A comprehensive legal agreement governed by Irish law that establishes and regulates a venture capital partnership structure. This document defines the relationship between General Partners (GPs) and Limited Partners (LPs), outlining capital commitments, investment strategies, profit sharing, management responsibilities, and governance structures. It incorporates requirements from Irish partnership law, particularly the Investment Limited Partnerships Act 1994 (as amended), and includes provisions for regulatory compliance, risk management, and investor protection in accordance with Irish and EU regulations.

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Venture Capital Partnership Agreement

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What is a Venture Capital Partnership Agreement?

The Venture Capital Partnership Agreement is a fundamental document used when establishing a venture capital fund in Ireland. It serves as the cornerstone agreement that governs the relationship between investors (Limited Partners) and fund managers (General Partners), setting out the terms under which the partnership will operate. This document is essential for funds seeking to take advantage of Ireland's favorable regulatory environment for venture capital investments and must comply with the Investment Limited Partnerships Act 1994 (as amended in 2020), along with relevant EU regulations. The agreement typically covers crucial aspects such as capital commitments, investment strategy, management fees, carried interest arrangements, governance structure, and exit provisions. It's particularly relevant for funds targeting investments in high-growth sectors and requires careful consideration of both Irish domestic law and EU regulatory requirements.

What sections should be included in a Venture Capital Partnership Agreement?

1. Parties: Identification of all partners, including General Partner(s) and Limited Partners

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

3. Definitions: Comprehensive glossary of terms used throughout the agreement

4. Partnership Formation: Establishment of the partnership, name, registered office, and term

5. Purpose and Investment Strategy: Detailed description of investment objectives, strategy, and restrictions

6. Capital Contributions: Terms for initial and subsequent capital contributions, commitment periods

7. Partnership Interests: Classes of interests, rights attached to partnership interests

8. Management and Control: Powers and duties of the General Partner, management structure

9. Investment Committee: Composition, duties, and decision-making processes of the investment committee

10. Distributions: Distribution waterfall, timing, and calculation of distributions

11. Allocation of Profits and Losses: Method of allocating financial returns and losses among partners

12. Transfer of Interests: Rules and restrictions on transferring partnership interests

13. Reporting and Information Rights: Financial reporting obligations, partner information rights

14. Partner Meetings: Procedures for partner meetings, voting rights, and quorum requirements

15. Defaults: Consequences of partner defaults and remedies

16. Term and Dissolution: Partnership duration, termination events, and dissolution procedures

17. Confidentiality: Protection of partnership and portfolio company information

18. Governing Law and Jurisdiction: Irish law application and dispute resolution procedures

What sections are optional to include in a Venture Capital Partnership Agreement?

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

2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in portfolio companies

3. ESG Policy: Environmental, Social and Governance provisions, increasingly common in modern VC agreements

4. LPAC: Limited Partner Advisory Committee structure and roles, for larger funds with institutional investors

5. Bridge Financing: Include when the partnership may provide bridge financing to portfolio companies

6. Parallel Funds: Required when parallel investment vehicles are contemplated

7. Strategic Investors: Special provisions for strategic investors with unique rights or obligations

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

What schedules should be included in a Venture Capital Partnership Agreement?

1. Schedule 1: Subscription Agreement: Form of subscription agreement for Limited Partners

2. Schedule 2: Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits

3. Schedule 3: Management Fee Structure: Detailed calculation and payment terms for management fees

4. Schedule 4: Carried Interest Calculations: Detailed methodology for calculating carried interest

5. Schedule 5: Initial Limited Partners: List of initial Limited Partners and their commitments

6. Schedule 6: Valuation Policy: Methodology for valuing partnership investments

7. Schedule 7: Anti-Money Laundering Requirements: AML procedures and requirements for partners

8. Schedule 8: Tax Matters: Detailed tax provisions and reporting requirements

9. Appendix A: Form of Transfer Agreement: Template for transferring partnership interests

10. Appendix B: Partner Contact Details: Contact information and notice requirements for all 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

Ireland

Cost

Free to use
Relevant legal definitions








































































Clauses














































Relevant Industries

Financial Services

Venture Capital

Private Equity

Technology

Life Sciences

Clean Technology

Digital Media

Fintech

Healthcare

Software

Biotechnology

Renewable Energy

Artificial Intelligence

E-commerce

Relevant Teams

Legal

Compliance

Investment Management

Fund Administration

Risk Management

Finance

Tax

Investor Relations

Operations

Due Diligence

Relevant Roles

Fund Manager

Investment Director

General Counsel

Chief Financial Officer

Compliance Officer

Risk Manager

Investment Associate

Legal Counsel

Partnership Administrator

Tax Director

Managing Partner

Investment Committee Member

Portfolio Manager

Fund Accountant

Investor Relations Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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