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The Limited Partnership Agreement is essential for establishing a Kommanditgesellschaft (limited partnership) under Swiss law. This document is typically used when investors want to participate in a business venture while limiting their liability to their capital contribution, working alongside general partners who manage the business and assume unlimited liability. The agreement is particularly common in investment structures, real estate ventures, and family businesses. It must comply with Swiss Code of Obligations requirements and should be registered with the Commercial Register. The document covers crucial aspects such as capital contributions, profit sharing, management rights, transfer restrictions, and termination provisions. It's especially relevant for investment vehicles where there's a clear distinction between managing and passive investors, offering tax transparency while maintaining limited liability for passive investors.

1. Parties: Identification of the general partner(s) and limited partner(s), including their full details and addresses

2. Background: Context of the partnership formation and the parties' intention to establish a limited partnership

3. Definitions: Definitions of key terms used throughout the agreement

4. Formation and Name: Declaration of partnership formation, partnership name, and registered office location

5. Purpose of Partnership: Detailed description of the partnership's business activities and objectives

6. Capital Contributions: Details of initial capital contributions from all partners, including nature and value

7. Partnership Interests: Specification of each partner's ownership interest and liability structure

8. Management and Control: Management rights and responsibilities, particularly of general partners

9. Limited Partner Rights and Restrictions: Scope and limitations of limited partners' involvement

10. Profit and Loss Allocation: Formula and procedures for distributing profits and losses

11. Banking and Financial Matters: Banking arrangements, accounting procedures, and financial reporting

12. Partner Meetings: Procedures for partner meetings, voting rights, and decision-making processes

13. Transfers and Assignments: Rules regarding transfer of partnership interests

14. Duration and Termination: Partnership term and conditions for termination

15. Dissolution and Liquidation: Procedures for winding up the partnership

16. Governing Law: Confirmation of Swiss law application and jurisdiction