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Amended And Restated Limited Partnership Agreement

Amended And Restated Limited Partnership Agreement Template for Switzerland

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Key Requirements PROMPT example:

Amended And Restated Limited Partnership Agreement

"I need an Amended and Restated Limited Partnership Agreement under Swiss law for a real estate investment partnership that's admitting three new limited partners and updating its investment strategy to include sustainable property developments, with the changes to take effect from March 1, 2025."

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Document background
The Amended and Restated Limited Partnership Agreement is utilized when partners need to substantially modify their existing partnership arrangement while maintaining the partnership's legal continuity. This document becomes necessary when significant changes occur, such as admission of new partners, modifications to capital structure, or updates to governance provisions. It completely restates the partnership terms while incorporating all amendments, making it easier to work with a single, current document rather than the original agreement plus various amendments. Under Swiss law, the agreement must comply with the Swiss Code of Obligations and requires proper execution and commercial registry filing. The document typically includes detailed provisions about capital contributions, profit sharing, management rights, transfer restrictions, and partner obligations, all adapted to meet Swiss legal requirements and market standards.
Suggested Sections

1. Parties: Identification of all partners, including general partner(s) and limited partners

2. Background: Context of the original agreement and reasons for amendment and restatement

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Amendment and Restatement: Provisions regarding the relationship with the original agreement and effect of the restatement

5. Partnership Formation and Purpose: Legal formation, name, registered office, purpose, and term of the partnership

6. Capital Contributions: Initial and subsequent capital contributions, commitment amounts, and capital accounts

7. Partnership Interests: Classes of interests, rights attached to interests, and transfer restrictions

8. Management and Control: Powers and duties of the general partner, management structure, and decision-making processes

9. Meetings and Resolutions: Procedures for partner meetings, voting rights, and written resolutions

10. Allocations and Distributions: Profit and loss allocation, distribution waterfall, and distribution policies

11. Books, Records and Reporting: Accounting requirements, reporting obligations, and partner information rights

12. Representations and Warranties: Partner representations regarding capacity, authority, and compliance

13. Liability and Indemnification: Liability limitations, indemnification provisions, and insurance requirements

14. Term and Termination: Partnership duration, termination events, and dissolution procedures

15. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions

Optional Sections

1. Investment Strategy: Detailed investment guidelines and restrictions, included for investment partnerships

2. Key Person Provisions: Provisions regarding key personnel and consequences of their departure, relevant for management-dependent partnerships

3. ESG Provisions: Environmental, social, and governance requirements, included when partners require ESG compliance

4. FATCA Compliance: Foreign Account Tax Compliance Act provisions, needed if US persons are involved

5. Co-Investment Rights: Provisions regarding co-investment opportunities, relevant for investment partnerships

6. Advisory Committee: Structure and powers of limited partner advisory committee, for larger partnerships

7. Excuse and Exclusion: Provisions allowing partners to be excused from or excluded from certain investments

8. Alternative Investment Vehicles: Provisions for establishing parallel vehicles, relevant for complex investment structures

9. Marketing and Publicity: Restrictions on partnership and investment marketing, relevant for regulated activities

Suggested Schedules

1. Schedule 1 - Partner Details: List of all partners with their commitment amounts and partnership interests

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of initial capital contributions and payment schedules

3. Schedule 3 - Management Fee Structure: Detailed provisions regarding calculation and payment of management fees

4. Schedule 4 - Distribution Waterfall: Detailed mechanics of the distribution waterfall calculations

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

6. Schedule 6 - Transfer Procedures: Detailed procedures for transferring partnership interests

7. Appendix A - Subscription Agreement Form: Standard form for admitting new limited partners

8. Appendix B - Partner Consent Form: Standard form for partner consents and resolutions

9. Appendix C - Power of Attorney: Standard form of power of attorney for general partner actions

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

Asset Management

Professional Services

Investment Management

Family Office Services

Infrastructure Development

Alternative Investments

Healthcare Investment

Technology Investment

Sustainable Energy Investment

Relevant Teams

Legal

Finance

Compliance

Investment Management

Risk Management

Corporate Governance

Fund Administration

Partner Relations

Corporate Secretariat

Tax

Relevant Roles

Managing Partner

General Counsel

Chief Legal Officer

Investment Director

Fund Manager

Compliance Officer

Chief Financial Officer

Private Equity Partner

Partnership Secretary

Senior Legal Counsel

Investment Committee Member

Risk Manager

Managing Director

Corporate Secretary

Financial Controller

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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