The Limited Partnership Contract is essential for businesses seeking to establish a flexible investment structure in Singapore. This agreement, regulated under the Limited Partnerships Act 2008, creates a partnership where general partners manage operations with unlimited liability while limited partners act as passive investors with liability capped at their investment. The document typically includes detailed provisions for capital contributions, profit sharing, management rights, and partner obligations. It's particularly suitable for investment funds, real estate ventures, and professional services firms requiring a balance between active management and passive investment.
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1. Parties: Identifies and defines the General Partner(s) and Limited Partner(s)
2. Background: Sets out the context and purpose of forming the limited partnership
3. Definitions: Defines key terms used throughout the agreement
4. Partnership Formation: Details of partnership establishment, name, and business purpose
5. Capital Contributions: Specifies initial and subsequent capital contributions by partners
6. Profit and Loss Distribution: Details how profits and losses will be allocated among partners
7. Management and Control: Outlines management structure and decision-making processes
8. Partner Rights and Obligations: Defines specific rights and duties of general and limited partners
9. Term and Termination: Duration of partnership and conditions for termination
1. Transfer of Partnership Interests: Rules for transferring partnership interests, used when transfers are anticipated
2. Additional Partners: Procedures for admitting new partners, included if partnership growth is expected
3. Intellectual Property Rights: IP ownership and usage rights, included if IP is relevant to the business
4. Non-Competition: Partner restrictions on competing activities, used in competitive industries
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule 2: Profit Sharing Ratios: Specific percentages for profit and loss allocation
3. Schedule 3: Partnership Property: List of partnership assets and their ownership details
4. Appendix A: Business Plan: Optional detailed business plan and objectives
5. Appendix B: Partner Details: Complete partner information and contact details
Relevant legal definitions
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