The Limited Partnership Agreement is a foundational document used when establishing a partnership structure under Maltese law where at least one partner has unlimited liability (general partner) and other partners have liability limited to their capital contribution (limited partners). This agreement type is particularly useful for investment vehicles, professional services firms, and business ventures where different levels of involvement and liability are desired. The document must comply with the Malta Companies Act (Cap. 386) and often requires registration with the Malta Business Registry. It typically includes detailed provisions on capital contributions, profit sharing, management rights, transfer restrictions, and partnership operations. The agreement is especially popular in Malta due to the jurisdiction's favorable business environment and well-established legal framework for partnership structures.
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1. Parties: Identification of the General Partner(s) and Limited Partner(s), including full legal names and addresses
2. Background: Context of the partnership formation, business objectives, and any relevant preliminary agreements
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Formation and Name: Declaration of partnership formation, partnership name, and effective date
5. Business of the Partnership: Detailed description of the partnership's business activities and scope
6. Duration: Term of the partnership, including commencement date and conditions for termination
7. Capital Contributions: Initial and subsequent capital contributions of all partners, including nature, value, and timing
8. Partnership Interests: Partners' ownership percentages and classes of interests
9. Management and Control: Powers and duties of General Partner(s), management structure, and decision-making processes
10. Rights and Obligations of Partners: Specific rights and duties of both General and Limited Partners
11. Profit and Loss Allocation: Method of allocating profits and losses among partners
12. Distributions: Rules and procedures for making distributions to partners
13. Books, Records and Accounts: Requirements for maintaining partnership records and partner access rights
14. Transfer of Partnership Interests: Rules governing the transfer of partnership interests and admission of new partners
15. Withdrawal and Removal: Procedures for partner withdrawal and removal, including consequences
16. Dissolution and Liquidation: Events triggering dissolution and procedures for winding up
17. Notices: Methods and requirements for formal communications between partners
18. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes
19. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement
1. Investment Guidelines: Specific investment criteria and restrictions - include when partnership is for investment purposes
2. Key Person Provisions: Provisions relating to key personnel - include when success depends on specific individuals
3. Co-Investment Rights: Terms for co-investment opportunities - include for investment partnerships
4. AIFMD Compliance: Alternative Investment Fund Managers Directive compliance - include if applicable to the partnership's activities
5. Regulatory Compliance: Specific regulatory requirements - include for regulated activities
6. Environmental and Social Policy: ESG requirements - include for partnerships with environmental or social impact focus
7. Confidentiality and Non-Compete: Detailed confidentiality and competition restrictions - include when protecting sensitive information
8. Tax Matters: Specific tax elections and procedures - include for complex tax structures
9. Advisory Committee: Structure and powers of advisory committee - include for larger partnerships
10. Default Provisions: Consequences of partner default - include for partnerships with significant ongoing obligations
1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule 2 - Partnership Interests: Complete listing of partnership interests and ownership percentages
3. Schedule 3 - Administrative Details: Bank account details, registered office, and other administrative information
4. Schedule 4 - Management Fee Structure: Detailed calculation and payment terms for management fees
5. Schedule 5 - Valuation Methodology: Agreed methods for valuing partnership assets
6. Appendix A - Form of Deed of Adherence: Template for admitting new partners
7. Appendix B - Investment Policy: Detailed investment guidelines and restrictions
8. Appendix C - Regulatory Compliance Procedures: Detailed compliance procedures and requirements
9. Appendix D - Financial Reporting Requirements: Specific requirements for financial reports and statements
10. Appendix E - Power of Attorney: Standard form of power of attorney for General Partner
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