The Limited Partnership Agreement Venture Capital is essential when establishing a venture capital fund in the United States. It serves as the foundational document defining the fund's operation, governance, and economic terms. This agreement is crucial for compliance with federal and state securities laws, including SEC regulations and state partnership laws. It typically includes detailed provisions on capital calls, investment restrictions, carried interest calculations, management fees, and reporting requirements. The document is particularly important for establishing clear relationships between general partners who manage investments and limited partners who provide capital.
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1. Parties: Identification of the General Partner(s), Limited Partners, and the Partnership entity
2. Background: Purpose of the partnership and basic structure of the venture capital fund
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Legal establishment of the partnership and its official name
5. Purpose and Powers: Investment objectives and authorized activities of the partnership
6. Capital Contributions: Terms for initial and subsequent capital contributions
7. Management and Control: Rights and responsibilities of the General Partner
8. Allocation of Profits and Losses: Distribution waterfall and tax allocation provisions
9. Transfer Restrictions: Limitations on transfer of partnership interests
10. Term and Dissolution: Duration of partnership and dissolution procedures
1. ERISA Provisions: Required provisions when pension fund investors are involved - include when fund accepts ERISA plan assets
2. FATCA Compliance: Foreign account tax compliance provisions - include when fund has foreign investors or investments
3. Co-Investment Rights: Terms for co-investment opportunities - include when offering co-investment rights to LPs
4. Key Person Provisions: Requirements regarding key personnel - include when fund success depends on specific individuals
1. Schedule of Partners: List of all partners and their capital commitments
2. Investment Guidelines: Detailed investment criteria and restrictions
3. Management Fee Schedule: Detailed calculation of management fees
4. Carried Interest Calculations: Detailed carried interest computations
5. Form of Subscription Agreement: Standard form for new limited partners
6. Tax Exhibits: Required tax-related representations and procedures
7. ERISA Certifications: Required certifications for ERISA investors
8. Regulatory Disclosures: Required regulatory notices and disclosures
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