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Amendment To Limited Partnership Agreement

Amendment To Limited Partnership Agreement Template for Switzerland

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Key Requirements PROMPT example:

Amendment To Limited Partnership Agreement

"I need an Amendment To Limited Partnership Agreement to document a new Limited Partner joining our Swiss real estate partnership effective March 1, 2025, with an initial capital contribution of CHF 2 million, updating profit-sharing ratios and transfer restrictions accordingly."

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Document background
An Amendment To Limited Partnership Agreement is essential when partners need to modify their existing partnership arrangement under Swiss law. This document type is commonly used when circumstances require changes to partner contributions, profit-sharing ratios, management rights, or other significant terms of the original agreement. It must comply with Articles 552-593 of the Swiss Code of Obligations governing limited partnerships (Kommanditgesellschaft) and may require registration with the Commercial Registry. The amendment allows partnerships to evolve and adapt to changing business needs while maintaining legal continuity and clarity in partner relationships. It's particularly crucial for ensuring that all partners formally agree to and document changes, thereby preventing future disputes and maintaining clear governance structures.
Suggested Sections

1. Parties: Identification of all current partners (general and limited) and the partnership entity

2. Background: Reference to the original Limited Partnership Agreement, its date, and brief context for the amendment

3. Definitions: Key terms used in the amendment, including reference to definitions in the original agreement

4. Amendment Effective Date: Specific date when the amendments take effect

5. Amendments: Detailed specifications of each modification to the original agreement, with clear reference to original clause numbers

6. Confirmation of Other Terms: Confirmation that all other terms of the original agreement remain unchanged

7. Governing Law: Confirmation of Swiss law as governing law

8. Execution: Signature blocks for all partners and dates

Optional Sections

1. Capital Contribution Changes: Include when amendments involve changes to partner capital contributions or partnership capital structure

2. Profit Sharing Modifications: Include when changing profit and loss allocation arrangements

3. Management Rights: Include when modifying management structure or decision-making processes

4. Transfer Restrictions: Include when modifying provisions regarding transfer of partnership interests

5. Term Extension: Include when modifying the partnership's duration

6. Representations and Warranties: Include when partners need to make new representations regarding the amendments

Suggested Schedules

1. Schedule A - Amended Partnership Interests: Updated schedule showing current partnership interests and contributions

2. Schedule B - Amended Profit Sharing Ratios: Updated profit and loss allocation percentages

3. Schedule C - Blackline of Amended Clauses: Comparison showing original and amended clause language

4. Appendix 1 - Partner Resolutions: Copies of partner resolutions approving the amendments

5. Appendix 2 - Commercial Registry Forms: Required forms for updating the Swiss Commercial Registry

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
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Relevant Industries

Private Equity

Venture Capital

Real Estate

Professional Services

Investment Management

Financial Services

Manufacturing

Technology

Healthcare

Consulting

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Tax

Investment

Partnership Management

Executive Leadership

Risk Management

Relevant Roles

Managing Partner

General Counsel

Legal Director

Chief Financial Officer

Partnership Manager

Compliance Officer

Corporate Secretary

Senior Legal Counsel

Finance Director

Tax Manager

Investment Manager

Managing Director

Partner Relations Manager

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