The Venture Capital Partnership Agreement is a foundational document used when establishing a venture capital fund in New Zealand. It is required when multiple investors (limited partners) pool their capital under the management of a professional investment team (general partner) to invest in high-growth potential companies. The agreement must comply with New Zealand's legal framework, particularly the Partnership Law Act 2019 and Financial Markets Conduct Act 2013. This document typically includes detailed provisions on capital commitments, investment strategies, profit sharing, management fees, governance structures, and reporting requirements. It is essential for protecting all parties' interests and ensuring smooth fund operations, while addressing specific requirements of the New Zealand venture capital ecosystem and regulatory environment.
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1. Parties: Identification of all partners, including general partner(s) and limited partners
2. Background: Context of the partnership formation, intended purpose, and key objectives
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Partnership Structure: Legal structure, partnership type, and term of the partnership
5. Capital Contributions: Initial and subsequent capital commitments, contribution procedures, and deadlines
6. Partnership Interests: Allocation of partnership interests, units, or shares among partners
7. Management and Control: Powers and duties of general partner, management structure, and decision-making processes
8. Investment Strategy: Investment objectives, criteria, restrictions, and target sectors
9. Distributions: Distribution waterfall, profit-sharing arrangements, and timing of distributions
10. Fees and Expenses: Management fees, carried interest, partnership expenses, and cost allocation
11. Transfer Restrictions: Limitations on transfer of partnership interests and required approvals
12. Reporting and Accounting: Financial reporting obligations, accounting methods, and audit requirements
13. Partner Meetings: Meeting procedures, voting rights, and quorum requirements
14. Termination and Dissolution: Events triggering termination, dissolution process, and final distribution procedures
15. Confidentiality: Protection of partnership and portfolio company information
16. Governing Law and Dispute Resolution: Applicable law and mechanisms for resolving disputes
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. Environmental, Social and Governance (ESG): When the partnership has specific ESG commitments or requirements
4. Portfolio Company Board Rights: When partners have specific rights regarding board representation in portfolio companies
5. Follow-on Investment Provisions: For partnerships allowing or requiring follow-on investments in portfolio companies
6. Strategic Partner Rights: When certain partners have special rights or obligations due to strategic value
7. Alternative Investment Vehicles: When the partnership may use alternative structures for certain investments
8. Defaulting Partner Provisions: Detailed procedures for handling partner defaults, if more extensive than standard provisions
9. FATCA Compliance: When partnership has US investors or investments requiring FATCA compliance
10. Recycling Provisions: When the partnership allows reinvestment of proceeds
1. Schedule 1: Partner Details: Complete information about all partners, including contact details and commitment amounts
2. Schedule 2: Investment Guidelines: Detailed investment criteria, restrictions, and procedures
3. Schedule 3: Management Fee Structure: Detailed calculation and payment terms for management fees
4. Schedule 4: Distribution Waterfall: Detailed mechanics of the distribution waterfall
5. Schedule 5: Valuation Policy: Methodology for valuing partnership investments
6. Schedule 6: Form of Subscription Agreement: Standard form for admitting new limited partners
7. Schedule 7: Capital Call Notice: Template for capital call notices
8. Schedule 8: Transfer Notice: Template for transfer of partnership interests
9. Appendix A: Anti-Money Laundering Requirements: AML compliance requirements and procedures
10. Appendix B: Tax Considerations: Tax-related provisions and considerations for partners
Relevant legal definitions
Clauses
Relevant Industries
Technology
Healthcare
Financial Services
Clean Technology
Biotechnology
Software
E-commerce
Agriculture Technology
Digital Media
Manufacturing
Renewable Energy
Consumer Products
Professional Services
Education Technology
Food and Beverage
Relevant Teams
Legal
Investment
Compliance
Finance
Risk Management
Operations
Investor Relations
Fund Administration
Portfolio Management
Corporate Governance
Relevant Roles
Investment Director
Fund Manager
General Counsel
Chief Financial Officer
Compliance Officer
Investment Committee Member
Portfolio Manager
Managing Partner
Legal Counsel
Risk Manager
Investment Analyst
Fund Administrator
Chief Investment Officer
Partnership Secretary
Investor Relations Manager
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