The Limited Partner Agreement Private Equity is a foundational document used in establishing private equity fund structures in Indonesia. It serves as the primary governing document that defines the relationship between the General Partner (who manages the fund) and Limited Partners (who provide capital investments). This agreement is essential when setting up a private equity fund in Indonesia and must comply with various regulatory requirements, including those set by OJK (Financial Services Authority) and BKPM (Investment Coordinating Board). The document typically includes detailed provisions on capital commitments, investment strategies, management fees, profit distribution waterfall, transfer restrictions, and reporting requirements. It's particularly important in the Indonesian context due to specific local regulatory requirements regarding foreign investment, currency controls, and investment vehicle structures. The agreement must balance international private equity market standards with local Indonesian legal and regulatory requirements.
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1. Parties: Identification of the General Partner, Limited Partners, and the Partnership entity
2. Background: Context of the partnership formation and its intended purpose
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Partnership Formation: Establishment of the partnership, name, purpose, and term
5. Capital Contributions: Terms regarding capital commitments, drawdowns, and default provisions
6. Management and Control: Powers and duties of the General Partner, investment decisions, and restrictions
7. Investment Strategy: Investment objectives, policies, and restrictions
8. Fees and Expenses: Management fees, partnership expenses, and allocation of costs
9. Distributions: Distribution waterfall, timing, and reinvestment provisions
10. Transfer of Interests: Restrictions on transfer of partnership interests and admission of new partners
11. Reporting and Valuations: Financial reporting obligations and valuation methodologies
12. Tax Matters: Tax treatment, allocations, and related obligations
13. Termination and Liquidation: Partnership dissolution, winding up procedures, and final distributions
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's operation
2. Co-Investment Rights: Include when co-investment opportunities will be offered to LPs
3. FCPA/Anti-corruption: Required when involving US investors or US-connected transactions
4. ESG Provisions: Include when environmental, social, and governance considerations are material
5. Strategic Investor Rights: Required when certain LPs receive special rights or privileges
6. Indonesian Language Provisions: Required when partnership involves government entities or regulated sectors
7. Shariah Compliance: Include when catering to Islamic investors
8. BKPM Reporting: Required when foreign investment reporting obligations apply
1. Schedule 1 - Limited Partners and Commitments: List of all Limited Partners and their capital commitments
2. Schedule 2 - Investment Guidelines: Detailed investment criteria and restrictions
3. Schedule 3 - Management Fee Calculations: Detailed methodology for calculating management fees
4. Schedule 4 - Distribution Waterfall: Detailed calculations and examples of distribution mechanics
5. Schedule 5 - Subscription Agreement: Form of subscription agreement for Limited Partners
6. Schedule 6 - Capital Call Notice: Form of capital call notice
7. Schedule 7 - Transfer Notice: Form of transfer notice for partnership interests
8. Appendix A - Power of Attorney: Standard form of power of attorney for Indonesian regulatory filings
9. Appendix B - Tax Forms: Required Indonesian tax forms and declarations
10. Appendix C - Regulatory Compliance Checklist: Checklist of Indonesian regulatory requirements and filings
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Private Equity
Investment Management
Infrastructure
Real Estate
Technology
Manufacturing
Consumer Goods
Healthcare
Energy
Natural Resources
Agriculture
E-commerce
Telecommunications
Relevant Teams
Legal
Compliance
Investment Management
Fund Administration
Risk Management
Finance
Investor Relations
Operations
Due Diligence
Regulatory Affairs
Corporate Secretariat
Portfolio Management
Relevant Roles
Fund Manager
Investment Director
Managing Partner
Chief Investment Officer
Legal Counsel
Compliance Officer
Chief Financial Officer
Investment Analyst
Portfolio Manager
Risk Manager
Managing Director
Partner
Investment Committee Member
Fund Administrator
Investor Relations Manager
Due Diligence Officer
Corporate Secretary
Regulatory Affairs Director
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