The Simple Limited Partnership Agreement is utilized when establishing a limited partnership structure under New Zealand law, particularly the Limited Partnerships Act 2008. This document is essential for businesses seeking to create a partnership where one or more general partners manage the business and assume full liability, while limited partners contribute capital but have limited liability and involvement in management. The agreement covers crucial aspects such as capital contributions, profit distribution, management rights, partner obligations, and exit procedures. It's particularly suitable for investment vehicles, professional services, and business ventures requiring clear separation between management and investment partners while maintaining tax transparency. The document must comply with New Zealand regulatory requirements while providing sufficient flexibility to accommodate specific business needs and partner relationships.
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1. Parties: Identifies and provides details of all partners (general and limited partners)
2. Background: Sets out the context and purpose of forming the limited partnership
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Formation of Partnership: Details of partnership establishment, name, commencement date, and registration requirements
5. Partnership Capital and Contributions: Specifies initial and any subsequent capital contributions from all partners
6. Business of the Partnership: Defines the scope and nature of the partnership's business activities
7. Management and Control: Outlines the general partner's management rights and responsibilities
8. Rights and Obligations of Limited Partners: Specifies limited partners' rights and restrictions on their involvement
9. Decision Making: Procedures for partnership decisions and voting rights
10. Distributions and Profit Sharing: Rules for allocation of profits, losses, and distributions
11. Records and Accounts: Requirements for maintaining partnership records and financial accounts
12. Transfer of Partnership Interests: Rules and procedures for transferring partnership interests
13. Default and Consequences: Defines events of default and their consequences
14. Termination and Dissolution: Circumstances and procedures for partnership termination
15. General Provisions: Standard clauses including notices, amendments, governing law
1. Advisory Board: Establishes an advisory board structure when the partnership requires additional oversight
2. Key Person Provisions: Specific provisions when the partnership relies on key individuals
3. Investment Criteria: Specific investment parameters and restrictions for investment partnerships
4. Co-Investment Rights: Rules regarding co-investment opportunities when relevant to the business model
5. Intellectual Property: IP ownership and protection clauses when the partnership involves IP assets
6. Competition and Restraint: Non-compete and restraint provisions where necessary for business protection
7. Environmental and Social Responsibility: Special provisions for partnerships with environmental or social impact focus
1. Partner Details: Complete details of all partners including contact information and partnership interests
2. Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
3. Business Plan: Initial business plan and strategy of the partnership
4. Management Structure: Detailed management structure and procedures
5. Distribution Policy: Detailed policy for calculating and making partnership distributions
6. Valuation Methodology: Agreed methods for valuing partnership interests
7. Deed of Accession: Template deed for admitting new partners
8. Conflict Resolution Procedures: Detailed procedures for resolving partnership disputes
Relevant legal definitions
Clauses
Relevant Industries
Private Equity
Venture Capital
Real Estate
Investment Management
Professional Services
Agriculture
Technology
Infrastructure
Manufacturing
Renewable Energy
Mining and Resources
Relevant Teams
Legal
Finance
Compliance
Risk Management
Corporate Services
Investment
Tax
Business Development
Operations
Company Secretariat
Relevant Roles
Managing Partner
Investment Director
Legal Counsel
Chief Financial Officer
Company Secretary
Risk Manager
Compliance Officer
Investment Manager
Fund Manager
Business Development Director
Tax Manager
Corporate Lawyer
Partnership Administrator
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