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Limited Partnership Term Sheet Template for England and Wales

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Key Requirements PROMPT example:

Limited Partnership Term Sheet

"I need a Limited Partnership Term Sheet for a new real estate investment fund with a target size of £500 million, launching in March 2025, with specific provisions for co-investment rights and ESG investment restrictions."

Document background
A Limited Partnership Term Sheet is typically used in the initial stages of fund formation when parties are negotiating the fundamental terms of their partnership arrangement. The document serves as a roadmap for the full partnership agreement, capturing essential commercial terms and legal structures while allowing flexibility for detailed negotiations. Under English and Welsh law, it provides a framework compliant with the Limited Partnerships Act 1907 and sets out critical aspects such as capital contributions, profit sharing, management responsibilities, and investment strategies. The term sheet is particularly important for institutional investors and fund managers who need to agree on basic terms before proceeding with full documentation.
Suggested Sections

1. Parties: Details of the General Partner(s) and Limited Partner(s)

2. Background: Context and purpose of the partnership

3. Definitions: Key terms used throughout the term sheet

4. Partnership Structure: Legal form and jurisdiction of the partnership

5. Investment Strategy: Intended investment focus and objectives

6. Capital Commitments: Expected size and partner contributions

7. Management Fee: Fee structure and calculation basis

8. Profit Sharing: Distribution waterfall and carried interest

Optional Sections

1. Key Person Provisions: Required when specific individuals are crucial to operations - used when success depends on particular individuals

2. Co-Investment Rights: Terms for additional investment opportunities - used when co-investment opportunities may arise

3. LPAC Rights: Limited Partner Advisory Committee provisions - used for larger funds with multiple institutional investors

Suggested Schedules

1. Schedule 1 - Capital Commitments: Detailed breakdown of partner commitments

2. Schedule 2 - Investment Restrictions: Detailed investment parameters and restrictions

3. Schedule 3 - Fee Calculations: Detailed methodology for fee calculations

4. Appendix A - Subscription Form: Template for limited partner subscriptions

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

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Limited Partnerships Act 1907: The principal legislation governing the formation, operation, and dissolution of limited partnerships in England and Wales. Sets out the fundamental legal framework for limited partnerships.

Partnership Act 1890: Provides the basic partnership principles that apply to limited partnerships where not specifically modified by the Limited Partnerships Act 1907.

Companies Act 2006: Relevant for certain disclosure and filing requirements applicable to limited partnerships, particularly regarding registration and documentation.

Companies House Regulations: Regulatory requirements for registration, filing, and ongoing compliance of limited partnerships with the UK registrar of companies.

Financial Services and Markets Act 2000: Regulatory framework applicable when the limited partnership engages in regulated financial activities.

Legislative Reform (Private Fund Limited Partnerships) Order 2017: Specific regulations for private fund limited partnerships, introducing a more flexible regime for investment funds.

Anti-Money Laundering Regulations 2017: Requirements for prevention of money laundering and terrorist financing, including due diligence and reporting obligations.

UK Tax Legislation: Including Income Tax Act 2007 and Corporation Tax Act 2010, governing the taxation of limited partnerships and their partners.

Data Protection Act 2018 and UK GDPR: Legal framework for data protection and privacy, relevant for handling personal data within the partnership structure.

Control of Borrowing Orders: Relevant legislation if considering Channel Islands registration or operations, governing borrowing and security arrangements.

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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