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Limited Partners Agreement for Austria

Limited Partners Agreement Template for Austria

A Limited Partners Agreement under Austrian law (Kommanditgesellschaft) is a comprehensive legal document that establishes and governs the relationship between general partners (Komplementäre) and limited partners (Kommanditisten) in a limited partnership structure. The agreement is governed by the Austrian Commercial Code (Unternehmensgesetzbuch - UGB) and outlines capital contributions, profit sharing, management rights, transfer restrictions, and partnership operations. It includes specific provisions for liability limitations, decision-making processes, and compliance with Austrian commercial and tax regulations while establishing clear governance structures and investor protections.

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What is a Limited Partners Agreement?

The Limited Partners Agreement is a foundational document used to establish and govern limited partnerships (Kommanditgesellschaft) under Austrian law. It is particularly relevant for investment vehicles, business ventures, and asset management structures where certain partners wish to limit their liability while others maintain full management control. The agreement must comply with the Austrian Commercial Code (UGB) and related regulations, making it suitable for both domestic and international investors operating within the Austrian legal framework. It contains detailed provisions on capital contributions, profit sharing, management rights, transfer restrictions, and partnership operations, while addressing specific Austrian legal requirements such as commercial register filings and tax considerations. This document is essential for structuring investment vehicles, family offices, and business partnerships where a clear distinction between managing and passive investors is desired.

What sections should be included in a Limited Partners Agreement?

1. Parties: Identification of all general and limited partners, including full legal names, addresses, and registration details for corporate entities

2. Background: Context of the partnership formation, including business purpose and objectives

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Partnership Formation and Term: Legal establishment of the partnership, commencement date, and duration

5. Capital Contributions: Initial and subsequent capital contributions, including nature, value, and timing

6. Partnership Interests: Description of partnership interests, including percentage holdings and voting rights

7. Management and Control: Management structure, powers of general partner(s), and decision-making processes

8. Rights and Obligations of Partners: Detailed rights and obligations of both general and limited partners

9. Profit and Loss Allocation: Distribution of profits and losses among partners, including calculation methods

10. Distributions: Rules and procedures for making distributions to partners

11. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners

12. Books and Records: Requirements for maintaining partnership records and partner access rights

13. Reporting and Information Rights: Financial reporting obligations and information rights of partners

14. Dissolution and Liquidation: Circumstances triggering dissolution and procedures for liquidation

15. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

16. Miscellaneous Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Limited Partners Agreement?

1. Key Person Provisions: Required when specific individuals are crucial to the partnership's operations, defining their roles and consequences of their departure

2. Co-Investment Rights: Used when partners may have rights to participate in future investment opportunities

3. Tag-Along and Drag-Along Rights: Included when partners want mechanisms for joint sale of partnership interests

4. Competition and Non-Solicitation: Required when partners need to be restricted from competing activities

5. Advisory Board: Included when the partnership structure includes an advisory board

6. Investment Guidelines: Necessary for partnerships with specific investment criteria or restrictions

7. Default Provisions: Detailed procedures for handling partner defaults, if more extensive provisions are needed

8. Special Purpose Vehicle Provisions: Required when the partnership involves SPV structures

9. Tax Matters: Detailed tax provisions when complex tax structures are involved

What schedules should be included in a Limited Partners Agreement?

1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's initial capital contributions

2. Schedule 2 - Partnership Interests: Complete list of partners and their respective partnership interests

3. Schedule 3 - Business Plan: Initial business plan and investment strategy of the partnership

4. Schedule 4 - Management Fee Structure: Detailed provisions regarding management fees and calculations

5. Schedule 5 - Valuation Methodology: Agreed methods for valuing partnership assets and interests

6. Schedule 6 - Administrative Procedures: Detailed operational and administrative procedures

7. Appendix A - Form of Deed of Adherence: Standard form for admitting new partners

8. Appendix B - Partner Contact Details: Complete contact information for all partners and authorized representatives

9. Appendix C - Corporate Authorization Documents: Copies of relevant corporate authorizations and powers of attorney

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Austria

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions































































Clauses

















































Relevant Industries

Private Equity

Venture Capital

Real Estate Investment

Infrastructure Development

Asset Management

Financial Services

Professional Services

Investment Banking

Family Office Services

Commercial Real Estate

Technology and Innovation

Healthcare Investment

Renewable Energy

Manufacturing

Hospitality

Relevant Teams

Legal

Finance

Compliance

Tax

Investment Management

Risk Management

Corporate Governance

Fund Administration

Portfolio Management

Business Development

Corporate Strategy

Relevant Roles

Managing Partner

Investment Director

Chief Legal Officer

Chief Financial Officer

Fund Manager

Legal Counsel

Partnership Administrator

Compliance Officer

Tax Director

Investment Manager

Corporate Secretary

Risk Manager

Portfolio Manager

Managing Director

General Counsel

Private Equity Partner

Venture Capital Partner

Investment Analyst

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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