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The Real Estate Limited Partnership Agreement is a foundational document used when establishing a real estate investment vehicle in Canada that allows multiple investors to participate in large-scale property investments while maintaining limited liability. This agreement is essential when structuring real estate investment pools where one entity (the general partner) manages the investment vehicle while other parties (limited partners) contribute capital. The document must comply with provincial partnership laws, securities regulations, and real estate legislation in Canada, and typically includes comprehensive provisions covering partnership formation, capital structure, management rights, investment criteria, distribution waterfalls, transfer restrictions, and dissolution procedures. It's particularly relevant for commercial real estate investments, development projects, and property portfolio management, where pooled capital investment is required. The agreement serves as the primary governing document that protects all parties' interests while establishing clear operational and management guidelines.

1. Parties: Identifies the general partner and initial limited partners, including their legal names and addresses

2. Background: Sets forth the context and purpose of forming the limited partnership for real estate investment

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Establishes the limited partnership and its name, including compliance with provincial partnership laws

5. Purpose and Powers: Defines the partnership's investment objectives, permitted activities, and powers

6. Principal Place of Business: Specifies the partnership's official address and registered office

7. Term: Sets forth the duration of the partnership and conditions for dissolution

8. Capital Contributions: Details initial and subsequent capital contributions, commitment periods, and capital call procedures

9. Partnership Interests: Describes the nature and rights of partnership interests

10. Distributions: Establishes the distribution waterfall, timing, and priorities for distributing partnership funds

11. Allocation of Profits and Losses: Details how profits, losses, and tax items are allocated among partners

12. Management and Control: Specifies the general partner's authority, management responsibilities, and any limitations

13. Rights and Obligations of Partners: Outlines the rights, obligations, and limitations of both general and limited partners

14. Transfer Restrictions: Sets forth restrictions on transferring partnership interests and admission of new partners

15. Withdrawal and Removal: Describes circumstances and procedures for partner withdrawal or removal

16. Dissolution and Liquidation: Details events triggering dissolution and procedures for winding up the partnership

17. Books and Records: Specifies requirements for maintaining partnership records and partner access rights

18. Representations and Warranties: Contains partners' representations regarding their authority and capacity to enter the agreement

19. Indemnification: Addresses indemnification obligations among partners and the partnership

20. Amendments: Procedures for amending the agreement

21. General Provisions: Includes standard boilerplate provisions such as notices, governing law, and entire agreement