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Limited Partnership Operating Agreement

Limited Partnership Operating Agreement Template for Canada

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Key Requirements PROMPT example:

Limited Partnership Operating Agreement

"I need a Limited Partnership Operating Agreement for a real estate investment venture starting January 2025, with one corporate general partner and up to 25 limited partners, including specific provisions for quarterly distributions and a 7% preferred return."

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Document background
The Limited Partnership Operating Agreement is a fundamental document used in Canadian business structures where one or more general partners manage the business while limited partners act as passive investors. This agreement is essential for establishing limited partnerships across various sectors, particularly in private equity, real estate, and investment ventures. It must comply with provincial limited partnership legislation, as limited partnerships in Canada are governed primarily at the provincial level. The document outlines capital contributions, profit sharing, management rights, transfer restrictions, and partner obligations while providing necessary protections for both general and limited partners. It's particularly important for structuring investment vehicles, professional services firms, and other business ventures where limited liability and tax efficiency are crucial considerations.
Suggested Sections

1. Parties: Identifies the general partner(s) and initial limited partners entering into the agreement

2. Background: Sets out the context and purpose for forming the limited partnership

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

4. Formation and Name: Details of partnership formation, name, and registration requirements

5. Business of the Partnership: Describes the partnership's purpose and scope of activities

6. Term and Dissolution: Specifies partnership duration and circumstances for dissolution

7. Capital Contributions: Details initial and additional capital contribution requirements

8. Allocation of Profits and Losses: Specifies how profits and losses are allocated among partners

9. Distributions: Sets out rules for cash and property distributions to partners

10. Management and Control: Establishes management structure and decision-making processes

11. Rights and Obligations of Partners: Details partners' rights, duties, and restrictions

12. Transfer of Partnership Interests: Rules governing transfer of partnership interests

13. Withdrawal and Removal: Procedures for partner withdrawal or removal

14. Books, Records and Accounting: Requirements for maintaining partnership records and accounts

15. Representations and Warranties: Partner representations regarding capacity and authority

16. General Provisions: Standard contractual provisions including notices, amendments, governing law

Optional Sections

1. Investment Guidelines: Specific investment criteria and restrictions for partnerships focused on investments

2. Advisory Committee: Establishes committee structure for partnerships requiring additional oversight

3. Key Person Provisions: Requirements regarding key personnel for partnerships dependent on specific individuals

4. Co-Investment Rights: Terms for co-investment opportunities when relevant to the partnership structure

5. RRSP/RRIF Eligibility: Special provisions for partnerships seeking to qualify for Canadian retirement savings plans

6. Tax Matters: Detailed tax provisions for complex tax structures or cross-border partnerships

7. Parallel Vehicle Provisions: Provisions for partnerships with parallel investment vehicles

8. ESG Guidelines: Environmental, social, and governance criteria for partnerships with ESG focus

Suggested Schedules

1. Schedule A - Initial Partners and Capital Commitments: List of all partners and their initial capital commitments

2. Schedule B - Subscription Agreement: Form of agreement for admitting new limited partners

3. Schedule C - Management Agreement: Agreement regarding management services and fees if applicable

4. Schedule D - Transfer Agreement: Standard form for transferring partnership interests

5. Schedule E - Investment Guidelines: Detailed investment criteria and restrictions

6. Schedule F - Valuation Policy: Methodology for valuing partnership assets

7. Schedule G - Tax Provisions: Detailed tax allocations and other tax-related provisions

8. Schedule H - Power of Attorney: Limited partner power of attorney provisions

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions




























































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Relevant Industries

Private Equity

Venture Capital

Real Estate

Infrastructure

Natural Resources

Investment Management

Professional Services

Technology

Healthcare

Manufacturing

Energy

Agriculture

Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Investment Management

Tax

Compliance

Operations

Risk Management

Executive Leadership

Fund Administration

Relevant Roles

Managing Partner

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Fund Manager

Legal Counsel

Partnership Administrator

Chief Operating Officer

Tax Director

Compliance Officer

Investment Director

Managing Director

Finance Director

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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