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Limited Partnership Agreement Private Equity Template for Switzerland

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Key Requirements PROMPT example:

Limited Partnership Agreement Private Equity

"I need a Limited Partnership Agreement Private Equity for a Swiss-based healthcare sector fund launching in March 2025, with specific ESG reporting requirements and co-investment rights for key limited partners who are primarily Swiss pension funds."

Document background
The Limited Partnership Agreement Private Equity is a foundational document used to establish and govern private equity funds structured as limited partnerships under Swiss law. It is typically employed when setting up a private equity fund that will raise capital from institutional and qualified investors for making investments in private companies. The agreement must comply with Swiss regulatory requirements, particularly the Swiss Code of Obligations and the Collective Investment Schemes Act, while incorporating international private equity market standards. The document addresses crucial aspects such as capital commitments, investment strategy, management fees, carried interest arrangements, governance structures, and reporting obligations. It is designed to protect both the General Partner's management rights and Limited Partners' interests while providing a clear framework for the fund's operations and economic arrangements.
Suggested Sections

1. Parties: Identification of the General Partner, Initial Limited Partners, and the Partnership itself

2. Background: Context of the partnership formation and its intended purpose

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Formation and Name: Legal establishment of the partnership, registered office, and name

5. Purpose and Investment Strategy: Partnership's investment objectives, strategy, and investment restrictions

6. Term and Termination: Duration of the partnership, extension provisions, and termination events

7. Capital Contributions: Terms for initial and subsequent capital contributions, commitment periods

8. Capital Accounts: Maintenance and adjustments of partners' capital accounts

9. Distributions: Distribution waterfall, timing, and clawback provisions

10. Management: Powers and duties of the General Partner, investment decisions, conflicts of interest

11. Advisory Board: Composition, roles, and responsibilities of the Advisory Board

12. Transfers and Withdrawals: Rules for transfer of partnership interests and withdrawal rights

13. Expenses and Fees: Management fees, partnership expenses, and allocation of costs

14. Reports and Valuations: Financial reporting obligations and valuation methodologies

15. Tax Matters: Tax treatment, reporting obligations, and FATCA/CRS compliance

16. Liability and Indemnification: Limitation of liability and indemnification provisions

17. Confidentiality: Confidentiality obligations and permitted disclosures

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

Optional Sections

1. Key Person Provisions: Used when specific individuals are crucial to the partnership's operations, defining key person events and consequences

2. Excuse and Exclusion: Included when certain investors may need to be excused from specific investments due to regulatory or policy restrictions

3. Co-Investment Rights: When co-investment opportunities will be offered to Limited Partners

4. ESG Provisions: Environmental, Social and Governance requirements when the fund has specific ESG focus or requirements

5. Strategic Partners: Special rights and obligations for strategic investors when applicable

6. Parallel Funds: Structure and operation of parallel vehicles when required for regulatory or tax purposes

7. Partnership Representative: Required for partnerships with US investors or US investments

8. ERISA Provisions: Required when accepting investments from US pension funds

9. Alternative Investment Fund Managers Directive Provisions: Required when marketing to EU investors

Suggested Schedules

1. Subscription Agreement: Form of agreement for Limited Partners to subscribe to the partnership

2. Investment Guidelines: Detailed investment criteria, restrictions, and policies

3. Carried Interest Specifications: Detailed calculations and examples of carried interest distributions

4. Management Fee Schedule: Detailed provisions regarding management fee calculations and payments

5. Form of Capital Call Notice: Template for capital call notices to Limited Partners

6. Form of Transfer Agreement: Template for transfer of partnership interests

7. Advisory Board Rules: Detailed procedures for Advisory Board operations

8. Valuation Policy: Detailed methodology for portfolio company valuations

9. FATCA/CRS Forms: Required tax and regulatory forms

10. AML/KYC Requirements: Anti-money laundering and know-your-customer documentation requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions









































































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Relevant Industries

Financial Services

Private Equity

Investment Management

Asset Management

Banking

Professional Services

Venture Capital

Alternative Investments

Fund Management

Corporate Finance

Relevant Teams

Legal

Compliance

Investment Management

Fund Administration

Risk Management

Finance

Tax

Investor Relations

Operations

Due Diligence

Portfolio Management

Regulatory Reporting

Relevant Roles

Private Equity Partner

Fund Manager

Investment Director

General Counsel

Chief Financial Officer

Compliance Officer

Risk Manager

Legal Counsel

Investment Committee Member

Fund Administrator

Chief Operating Officer

Managing Partner

Investor Relations Director

Portfolio Manager

Investment Analyst

Due Diligence Officer

Tax Director

Regulatory Reporting Manager

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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