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Limited Partnership Subscription Agreement

Limited Partnership Subscription Agreement Template for Canada

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Key Requirements PROMPT example:

Limited Partnership Subscription Agreement

"I need a Limited Partnership Subscription Agreement for a Canadian real estate investment fund based in Ontario, limited to accredited investors with a minimum investment of CAD 250,000, and we need to ensure compliance with both Ontario and Quebec securities regulations as we'll be accepting investors from both provinces."

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Document background
The Limited Partnership Subscription Agreement is a fundamental document used in Canadian investment structures when an investor seeks to participate in a limited partnership by purchasing partnership units. This agreement is essential for private equity funds, real estate investments, and other investment vehicles structured as limited partnerships in Canada. It serves multiple purposes: documenting the subscription terms, ensuring compliance with securities laws, confirming investor qualifications, and establishing the relationship between the subscriber and the partnership. The document must comply with both federal and provincial requirements, particularly securities regulations regarding exempt market distributions. It typically includes comprehensive subscriber information, investment amounts, representations and warranties, and various certificates required by Canadian securities regulators. The agreement is crucial for maintaining regulatory compliance while facilitating capital raising activities.
Suggested Sections

1. Parties: Identifies the Limited Partnership, General Partner, and the Subscriber

2. Background: Sets out the context of the agreement, including that the Partnership is offering units and the Subscriber wishes to purchase them

3. Definitions: Defines key terms used throughout the agreement

4. Subscription and Purchase Price: Details of the units being subscribed for and the purchase price

5. Acceptance and Closing: Process for acceptance of the subscription and closing conditions

6. Subscriber Representations and Warranties: Standard and securities law-related representations from the subscriber

7. Partnership and General Partner Representations: Representations regarding the Partnership's status and authority

8. Covenants: Ongoing obligations of the parties

9. Power of Attorney: Appointment of the General Partner as attorney for limited partnership matters

10. Notice: Communication procedures between parties

11. General Provisions: Standard boilerplate provisions including governing law, assignment, and amendments

Optional Sections

1. Additional Jurisdictional Requirements: Required when subscribers are from multiple provinces with different securities requirements

2. Investment Criteria: Used when there are specific eligibility requirements for investors

3. Multiple Closing Provisions: Included when the offering has multiple closing dates

4. Rights of First Refusal: Optional transfer restrictions on limited partnership units

5. Tag-Along Rights: Optional provisions for investor protection in case of sale by major unitholders

6. Anti-Money Laundering Provisions: Detailed AML provisions when dealing with high-risk investors or jurisdictions

7. Foreign Investment Provisions: Required when non-Canadian investors are permitted to subscribe

Suggested Schedules

1. Schedule A - Subscription Terms: Detailed terms of the subscription including number of units and price

2. Schedule B - Accredited Investor Certificate: Certificate and questionnaire to confirm accredited investor status

3. Schedule C - Risk Acknowledgement Form: Required form under securities regulations acknowledging investment risks

4. Schedule D - Partnership Agreement: Copy or summary of the Limited Partnership Agreement

5. Schedule E - Investment Strategy: Description of the Partnership's investment objectives and strategies

6. Schedule F - Subscriber Information Form: KYC and tax information collection form

7. Schedule G - Wire Transfer Instructions: Banking details for subscription payment

8. Schedule H - Certificate of Exempt Distribution: Required regulatory form for exempt market distributions

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 Investment

Infrastructure Development

Investment Management

Financial Services

Asset Management

Alternative Investments

Natural Resources

Energy

Relevant Teams

Legal

Compliance

Investment Management

Fund Administration

Risk Management

Investor Relations

Finance

Due Diligence

Corporate Development

Operations

Relevant Roles

Fund Manager

Investment Director

Chief Investment Officer

Legal Counsel

Compliance Officer

Private Equity Associate

Investment Analyst

Chief Financial Officer

Portfolio Manager

Managing Partner

Investor Relations Manager

Due Diligence Officer

Risk Manager

Partnership Administrator

Securities Lawyer

Industries








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