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Investment Partnership Agreement Template for Netherlands

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Key Requirements PROMPT example:

Investment Partnership Agreement

"I need an Investment Partnership Agreement for a renewable energy investment fund based in Amsterdam, with one general partner and up to 15 limited partners, targeting €50-100M in investments, to be launched in March 2025. Must include ESG provisions and co-investment rights for limited partners."

Document background
The Investment Partnership Agreement is a foundational document used to establish and govern investment partnerships under Dutch law. It is primarily utilized when two or more parties wish to form a structured investment vehicle, typically as a limited partnership (Commanditaire Vennootschap or CV) in the Netherlands. The agreement comprehensively addresses critical aspects including capital commitments, investment strategy, governance structure, profit distribution, and partner rights and obligations. It must comply with Dutch Civil Code requirements, financial regulations (including Wet op het financieel toezicht), and relevant EU directives. This document is particularly important for private equity, venture capital, and other alternative investment structures, providing the legal framework for managing significant capital commitments while protecting both general and limited partners' interests.
Suggested Sections

1. Parties: Identification of all partners, including general and limited partners, with their full legal details

2. Background: Context of the partnership formation, investment objectives, and general purpose

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Partnership Formation: Legal establishment of the partnership, its name, registered office, and duration

5. Purpose and Investment Strategy: Detailed description of investment objectives, permitted investments, and investment restrictions

6. Capital Contributions: Terms for initial and subsequent capital contributions, commitment periods, and capital calls

7. Profit and Loss Allocation: Distribution waterfall, carried interest provisions, and loss sharing mechanisms

8. Management and Control: Powers and duties of general partner(s), management structure, and decision-making processes

9. Partner Rights and Obligations: Detailed rights and responsibilities of all partners, including voting rights

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

11. Reporting and Administration: Financial reporting requirements, valuations, and administrative procedures

12. Term and Termination: Partnership duration, extension provisions, and termination circumstances

13. Dissolution and Liquidation: Procedures for winding up the partnership and distributing assets

14. Governing Law and Jurisdiction: Specification of Dutch law application and jurisdiction for disputes

15. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Key Person Provisions: Required when specific individuals are crucial to the partnership's success, defining their commitments and consequences of departure

2. Co-Investment Rights: Used when partners have rights to co-invest in portfolio companies

3. ESG Policy: Environmental, Social and Governance criteria for investments, included when the partnership has specific ESG commitments

4. AIFMD Compliance: Required when the partnership falls under AIFMD regulations

5. Investment Committee: Structure and procedures for an investment committee, if established

6. Side Letter Rights: Framework for managing side letter arrangements with specific partners

7. Tax Treatment: Specific tax provisions when complex tax structures are involved

8. Borrowing Powers: Included when the partnership may use leverage or credit facilities

Suggested Schedules

1. Schedule 1 - Partner Details: Complete information about all partners, including contact details and commitment amounts

2. Schedule 2 - Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits

3. Schedule 3 - Management Fee Structure: Detailed calculation and payment terms for management fees

4. Schedule 4 - Distribution Waterfall: Detailed mechanics of profit distribution and carried interest calculations

5. Schedule 5 - Valuation Policy: Methodology and procedures for valuing partnership investments

6. Schedule 6 - Form of Subscription Agreement: Standard form for admitting new partners

7. Schedule 7 - Accounting Principles: Specific accounting policies and procedures

8. Appendix A - Power of Attorney: Standard form of power of attorney for partnership matters

9. Appendix B - Compliance Procedures: Anti-money laundering and KYC requirements

10. Appendix C - Tax Reporting Requirements: Procedures for tax reporting and related obligations

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

Relevant legal definitions



































































Clauses


















































Relevant Industries

Financial Services

Private Equity

Venture Capital

Real Estate Investment

Infrastructure

Asset Management

Alternative Investments

Technology

Healthcare

Renewable Energy

Impact Investing

Professional Services

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Finance

Tax

Operations

Fund Administration

Corporate Governance

Investor Relations

Relevant Roles

Investment Director

Fund Manager

Legal Counsel

Chief Investment Officer

Managing Partner

Compliance Officer

Risk Manager

Chief Financial Officer

Investment Analyst

Portfolio Manager

General Counsel

Tax Director

Company Secretary

Partnership Administrator

Investment Committee Member

Managing Director

Industries








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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