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The Limited Partnership Agreement is a fundamental document used in Indonesia to establish a Commanditaire Vennootschap (CV), a popular business structure for small to medium enterprises. This agreement is essential when parties wish to create a partnership where some partners (general partners) actively manage the business and assume full liability, while others (limited partners) act as passive investors with liability limited to their capital contribution. The document is governed by Indonesian law, particularly the Commercial Code (KUHD), and must be properly executed and registered with relevant authorities. It contains crucial provisions regarding capital contributions, profit sharing, management rights, transfer restrictions, and dissolution procedures. This structure is particularly useful for family businesses, professional services, and enterprises seeking to combine active management with passive investment.

1. Parties: Identification of all general and limited partners, including their full legal names, addresses, and status (general or limited partner)

2. Background: Context of the partnership formation, business objectives, and intention of the parties

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

4. Partnership Formation: Declaration of partnership formation, name, principal place of business, and term of partnership

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

6. Capital Contributions: Initial and subsequent capital contributions of each partner, valuation of non-cash contributions

7. Partnership Interests: Percentage ownership and voting rights of each partner

8. Management and Control: Management structure, powers of general partners, limitations on limited partners' involvement

9. Profit and Loss Allocation: Distribution of profits and losses among partners, including priority returns if any

10. Banking and Financial Matters: Banking arrangements, accounting methods, fiscal year, and financial reporting requirements

11. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners

12. Dissolution and Liquidation: Events triggering dissolution, liquidation process, and distribution of assets

13. Representations and Warranties: Partners' representations regarding authority, capacity, and compliance

14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

15. Notices: Method and addresses for formal communications between partners

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