The Limited Liability Partnership Agreement is a fundamental document used when establishing an investment vehicle or business partnership under Irish law. It is specifically designed to comply with the Investment Limited Partnerships Act 1994 and provides a framework for partnerships where limited partners have restricted liability while general partners maintain management control. This agreement is particularly useful for investment funds, professional services firms, and other business ventures requiring segregated liability and clear governance structures. The document covers essential aspects such as capital contributions, profit sharing, management rights, transfer restrictions, and partnership operations. It includes specific provisions required by Irish law and regulatory requirements, making it suitable for partnerships regulated by the Central Bank of Ireland.
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1. Parties: Identification of all partners, including the general partner(s) and limited partners
2. Background: Context of the partnership formation and its intended purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Establishment of the partnership, name, registered office, and term
5. Purpose and Business: Detailed description of partnership's business objectives and permitted activities
6. Capital Contributions: Terms of initial and subsequent capital contributions by partners
7. Partnership Interests: Description of partnership interests, units, or percentages held by each partner
8. Management and Control: Powers and duties of general partner(s), management structure, and decision-making processes
9. Rights and Obligations of Partners: Specific rights and duties of both general and limited partners
10. Profit and Loss Allocation: Distribution of profits and losses among partners
11. Financial Matters: Accounting procedures, fiscal year, bank accounts, and financial reporting requirements
12. Transfer of Interests: Rules governing transfer of partnership interests and admission of new partners
13. Withdrawal and Removal: Processes for partner withdrawal, removal, and consequences
14. Dissolution and Liquidation: Circumstances triggering dissolution and procedures for winding up
15. Notices: Communication procedures between partners and the partnership
16. Governing Law: Confirmation of Irish law governance and jurisdiction
17. General Provisions: Miscellaneous legal provisions including amendments, severability, and entire agreement
1. Investment Committee: Required if the partnership will have a formal investment committee structure
2. Advisory Board: Include if the partnership will have an advisory board
3. Key Person Provisions: Necessary if the partnership relies on specific individuals' expertise or involvement
4. Co-Investment Rights: Include if partners have rights to co-invest in partnership opportunities
5. Regulatory Compliance: Detailed section needed if partnership operates in heavily regulated sectors
6. Environmental, Social and Governance (ESG): Include if partnership has specific ESG commitments or requirements
7. Digital Asset Provisions: Required if partnership deals with cryptocurrencies or digital assets
8. Intellectual Property Rights: Include if partnership will develop or manage intellectual property
1. Schedule 1 - Partner Details: Complete details of all partners including contact information and partnership interests
2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contribution
3. Schedule 3 - Partnership Interest Register: Current register of all partnership interests and their holders
4. Schedule 4 - Management Fee Structure: Detailed provisions regarding management fees and calculations
5. Schedule 5 - Investment Guidelines: Specific investment criteria, restrictions, and guidelines
6. Schedule 6 - Valuation Policy: Methodology for valuing partnership assets and interests
7. Appendix A - Form of Deed of Adherence: Template for admitting new partners
8. Appendix B - Partner Representations: Standard representations and warranties from partners
9. Appendix C - Anti-Money Laundering Requirements: AML procedures and requirements for partners
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Investment Management
Private Equity
Venture Capital
Real Estate Investment
Professional Services
Asset Management
Infrastructure Investment
Healthcare Investment
Technology Investment
Relevant Teams
Legal
Compliance
Finance
Investment
Operations
Risk Management
Corporate Governance
Tax
Administration
Executive Leadership
Relevant Roles
Managing Partner
Investment Director
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Compliance Officer
Investment Manager
Fund Manager
Corporate Secretary
Risk Manager
Partner
Senior Partner
Finance Director
Operations Director
Investment Committee Member
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