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Investment Partnership Agreement Template for Germany

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Key Requirements PROMPT example:

Investment Partnership Agreement

"I need an Investment Partnership Agreement under German law for a real estate investment fund with a target size of €50 million, planning to launch in March 2025, with specific provisions for sustainable property development and ESG reporting requirements."

Document background
The Investment Partnership Agreement is a foundational document used to establish and govern investment vehicles in Germany, typically structured as a Kommanditgesellschaft (KG). This agreement is essential for private equity funds, venture capital firms, real estate investment vehicles, and other collective investment undertakings. It details the partnership structure, capital commitments, investment strategy, profit distribution mechanisms, and governance framework. The document must comply with German legal requirements, including the Handelsgesetzbuch (HGB), Bürgerliches Gesetzbuch (BGB), and Kapitalanlagegesetzbuch (KAGB). It's particularly important for regulated investment vehicles and requires careful consideration of German tax implications, regulatory obligations, and reporting requirements.
Suggested Sections

1. Parties: Identification of all partners, including general and limited partners, with their full legal details

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

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Formation and Name: Legal establishment of the partnership, its name, and registration details

5. Purpose and Investment Objectives: Detailed description of the partnership's investment objectives, strategy, and permitted activities

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

7. Capital Contributions: Structure and timing of capital contributions, commitment periods, and default provisions

8. Capital Accounts: Maintenance and adjustments of capital accounts for each partner

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

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

11. Partner Rights and Obligations: Voting rights, information rights, and obligations of all partners

12. Transfers and Withdrawals: Restrictions on transfer of partnership interests and withdrawal procedures

13. Reporting and Information Rights: Financial reporting obligations, access to information, and transparency requirements

14. Dissolution and Liquidation: Process for winding up the partnership and distribution of assets

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

16. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability

Optional Sections

1. Key Person Provisions: Used when specific individuals are crucial to the partnership's success, defining their roles and consequences of their departure

2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in partnership investments

3. Carried Interest: When there's a performance-based compensation structure for the general partner or manager

4. External Financing: Include when the partnership may seek third-party financing or leverage

5. ESG Provisions: Environmental, Social, and Governance criteria when relevant to investment strategy

6. FATCA Compliance: Include for partnerships with US investors or US investment exposure

7. Alternative Investment Fund Provisions: Required when the partnership qualifies as an AIF under German law

8. Excuse and Exclusion Rights: Used when limited partners may be excused or excluded from certain investments

Suggested Schedules

1. Subscription Agreement: Form of agreement for partners to subscribe to partnership interests

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

3. Fee Structure: Detailed breakdown of management fees, carried interest calculations, and other fees

4. Capital Commitments: List of partners and their respective capital commitments

5. Know Your Customer Requirements: AML and KYC documentation requirements under German law

6. Partner Contact Details: Administrative and contact information for all partners

7. Tax Reporting Requirements: Specific tax-related obligations and forms

8. Valuation Policy: Methodology for valuing partnership investments

9. Form of Transfer Agreement: Template for transferring partnership interests

10. Regulatory Disclosures: Required disclosures under German investment laws

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












































































Clauses









































Relevant Industries

Private Equity

Venture Capital

Real Estate

Infrastructure

Renewable Energy

Healthcare

Technology

Financial Services

Asset Management

Alternative Investments

Relevant Teams

Legal

Compliance

Investment Management

Finance

Tax

Risk Management

Operations

Fund Administration

Corporate Governance

Investor Relations

Relevant Roles

Chief Investment Officer

Fund Manager

Legal Counsel

Investment Director

Compliance Officer

Tax Director

Chief Financial Officer

Managing Partner

Investment Committee Member

Risk Manager

Portfolio Manager

General Counsel

Partnership Secretary

Director of Operations

Investment Analyst

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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