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Limited Partnership Agreement Venture Capital
"I need a Limited Partnership Agreement Venture Capital for an Irish-registered €50M technology-focused fund launching in March 2025, with specific provisions for ESG compliance and co-investment rights for limited partners."
1. Parties: Identification of the General Partner(s) and Initial Limited Partner(s)
2. Background: Context of the partnership formation and its intended purpose as a venture capital vehicle
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Formation and Name: Establishment of the partnership, its name, and registration requirements under Irish law
5. Business of the Partnership: Description of permitted investment activities and investment strategy
6. Term and Termination: Duration of the partnership and circumstances for termination
7. Capital Contributions: Rules regarding initial and subsequent capital contributions
8. Capital Accounts: Maintenance and administration of partners' capital accounts
9. Distributions: Rules governing distributions of proceeds and carried interest
10. Management and Operation: Powers and duties of the General Partner in managing the partnership
11. Investment Committee: Structure and operation of the investment committee
12. Advisory Board: Composition and role of the advisory board
13. Transfer of Interests: Restrictions and procedures for transferring partnership interests
14. Withdrawal and Removal: Conditions for partner withdrawal and removal of the General Partner
15. Fees and Expenses: Management fees, partnership expenses, and allocation of costs
16. Reports and Valuations: Financial reporting obligations and valuation methodologies
17. Confidentiality: Protection of partnership and portfolio company information
18. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's operation
2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in portfolio companies
3. Excuse and Exclusion: Used when Limited Partners may need to be excused from certain investments
4. Strategic Investors: Include when certain investors have special rights or obligations
5. Parallel Funds: Required when parallel investment vehicles are contemplated
6. Alternative Investment Structures: Include when alternative investment structures may be needed for certain investments
7. ESG Provisions: Include when environmental, social, and governance criteria are part of investment strategy
8. ERISA Provisions: Required when US pension fund investors are involved
1. Schedule 1 - Subscription Agreement: Form of subscription agreement for Limited Partners
2. Schedule 2 - Investment Policy: Detailed investment objectives, strategy, and restrictions
3. Schedule 3 - Management Fee Calculations: Detailed provisions for calculation and payment of management fees
4. Schedule 4 - Capital Commitments: List of partners and their capital commitments
5. Schedule 5 - Valuation Policy: Detailed methodology for valuing investments
6. Schedule 6 - Form of Transfer Agreement: Template for transferring partnership interests
7. Schedule 7 - Advisory Board Terms of Reference: Detailed procedures for Advisory Board operations
8. Schedule 8 - FATCA and CRS Provisions: Tax reporting and compliance requirements
9. Appendix A - Power of Attorney: Form of power of attorney granted to General Partner
10. Appendix B - Closing Memorandum: Details of partnership closing procedures and requirements
Authors
Financial Services
Venture Capital
Private Equity
Technology
Life Sciences
Healthcare
Clean Technology
Fintech
Software
Digital Media
Biotechnology
Renewable Energy
Enterprise Software
Consumer Technology
Industrial Technology
Legal
Finance
Compliance
Investment
Risk Management
Fund Administration
Operations
Tax
Investor Relations
Corporate Governance
Fund Manager
Investment Director
General Counsel
Chief Financial Officer
Compliance Officer
Managing Partner
Investment Partner
Legal Counsel
Fund Administrator
Risk Manager
Investment Analyst
Portfolio Manager
Chief Investment Officer
Chief Operating Officer
Partnership Secretary
Investment Committee Member
Advisory Board Member
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