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The Limited Partnership Agreement is a foundational document used when establishing a limited partnership (kommanditselskab) under Danish law. This structure is particularly favored for investment vehicles, real estate projects, and professional services where certain partners want to maintain active management control while others prefer limited liability and passive investment roles. The agreement comprehensively outlines capital contributions, profit sharing, management rights, transfer restrictions, and partner obligations, ensuring compliance with Danish corporate law and tax regulations. It's especially crucial for structures where sophisticated investors seek to participate in business ventures while maintaining limited liability, with professional managers handling day-to-day operations as general partners.

1. Parties: Identification of all general and limited partners, including full legal names, registration numbers, and addresses

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

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

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

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

6. Partnership Capital: Details of initial capital contributions, types of contributions, and timing

7. Partner Classifications: Clear distinction between general and limited partners, their roles and limitations

8. Management Structure: Management rights, responsibilities, and decision-making processes

9. Profit and Loss Distribution: Formula and timing for distribution of profits and allocation of losses

10. Transfer of Partnership Interests: Rules and procedures for transferring partnership interests

11. Admission of New Partners: Process and conditions for admitting new partners

12. Partner Withdrawal and Removal: Procedures for voluntary withdrawal and involuntary removal of partners

13. Dissolution and Liquidation: Circumstances triggering dissolution and procedures for liquidation

14. Books and Records: Requirements for maintaining partnership records and financial statements

15. Notices: Procedures for giving formal notices between partners

16. Governing Law: Specification of Danish law as governing law and jurisdiction

17. Amendments: Procedures for amending the partnership agreement