The Limited Partnership Agreement Venture Capital is a foundational document used when establishing a venture capital fund in Australia. It's specifically designed to comply with Australian venture capital regulations while providing a framework for professional investment management and capital deployment. The agreement is essential when structuring a venture capital fund that seeks to qualify for Australian VCLP status and associated tax benefits. It encompasses crucial elements such as capital commitment structures, investment parameters, management arrangements, carried interest provisions, and governance frameworks. This document is particularly important for funds seeking to raise capital from both domestic and international investors while maintaining compliance with Australian regulatory requirements, including the Venture Capital Act 2002 and relevant state-based partnership legislation.
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1. Parties: Identifies the General Partner, Limited Partners, and any other parties to the agreement
2. Background: Sets out the context and purpose of establishing the venture capital limited partnership
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Establishment of Partnership: Details of partnership formation, name, registration, and term
5. Purpose and Investment Strategy: Defines the partnership's investment objectives, strategy, and permitted investments
6. Capital Contributions: Rules regarding partner commitments, capital calls, and default provisions
7. Management and Control: Powers and duties of the General Partner, management fee structure
8. Investment Committee: Composition, role, and decision-making process of the investment committee
9. Partnership Interests: Nature of partnership interests, transfer restrictions, and admission of new partners
10. Distributions: Distribution waterfall, timing, and reinvestment provisions
11. Fees and Expenses: Management fees, partnership expenses, and cost allocation
12. Reports and Information Rights: Financial reporting obligations, access to information, and confidentiality
13. Limited Partner Rights: Voting rights, consent requirements, and other LP protections
14. Exits and Liquidity: Provisions for investment exits and return of capital
15. Term and Termination: Partnership duration, extension options, and termination events
16. General Legal Provisions: Standard legal clauses including governing law, notices, and amendments
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's operations
2. Co-Investment Rights: Include when partners have rights to co-invest in portfolio companies
3. ESG Policy: Environmental, Social and Governance provisions if required by investors
4. FATCA Compliance: Required when US investors are involved or US investments are contemplated
5. Parallel Vehicle Provisions: Include when parallel investment vehicles are established
6. Strategic Investor Rights: Special provisions for strategic or cornerstone investors
7. Alternative Investment Vehicles: Include when alternative structures may be needed for certain investments
8. Borrowing and Guarantees: If the partnership may engage in leverage or provide guarantees
1. Subscription Agreement: Form of agreement for Limited Partners to subscribe to the partnership
2. Capital Commitments: Schedule of all partners' capital commitments and partnership interests
3. Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits
4. Valuation Policy: Methodology for valuing partnership investments
5. Management Fee Terms: Detailed calculation and payment terms for management fees
6. Distribution Waterfall: Detailed mechanics of profit sharing and distribution calculations
7. VCMP Requirements: Venture Capital Management Partnership requirements under Australian law
8. Competing Fund Provisions: Details of permitted and restricted competing fund activities
9. Form of Capital Call Notice: Standard form for calling capital from Limited Partners
10. Transfer Procedures: Detailed procedures for transferring partnership interests
Relevant legal definitions
Clauses
Relevant Industries
Technology
Healthcare and Biotech
Financial Services
Clean Technology
Software and SaaS
Digital Media
E-commerce
Advanced Manufacturing
Agriculture Technology
Medical Devices
Artificial Intelligence
Cybersecurity
Renewable Energy
Consumer Technology
Relevant Teams
Legal
Finance
Investment
Compliance
Risk Management
Operations
Fund Administration
Investor Relations
Portfolio Management
Executive Leadership
Relevant Roles
General Counsel
Investment Director
Fund Manager
Managing Partner
Chief Financial Officer
Compliance Officer
Legal Counsel
Investment Committee Member
Partnership Administrator
Risk Manager
Portfolio Manager
Chief Investment Officer
Fund Administrator
Limited Partner Relations Manager
Investment Analyst
Chief Executive Officer
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