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Limited Partnership Agreement Template for Netherlands

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Key Requirements PROMPT example:

Limited Partnership Agreement

"I need a Dutch Limited Partnership Agreement for a real estate investment vehicle with one general partner and three limited partners, where the general partner will contribute expertise and management services while the limited partners will contribute €5 million each, with operations starting March 2025."

Document background
The Limited Partnership Agreement is a crucial document used in the Netherlands to establish a Commanditaire Vennootschap (CV), a popular business structure for investment vehicles and business ventures. This agreement is particularly suitable when there's a need to combine active management partners with passive investors, offering liability protection for limited partners while maintaining operational control for general partners. The document must comply with Dutch Civil Code and Commercial Code requirements, including specific provisions for partner registration with the Dutch Chamber of Commerce (KvK). It's commonly used in investment structures, real estate projects, and professional service firms where capital raising from passive investors is desired while maintaining centralized management control.
Suggested Sections

1. Parties: Identification of the General Partner(s) and Limited Partner(s), including full legal names, addresses, and registration details where applicable

2. Background: Context of the partnership formation, including the business purpose and intentions of the parties

3. Definitions: Definitions of key terms used throughout the agreement, including specific Dutch legal terminology

4. Formation and Name: Formal establishment of the partnership, its trade name, and registered address

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

6. Duration: Term of the partnership and conditions for continuation or termination

7. Capital Contributions: Details of initial and any subsequent capital contributions by all partners

8. Partners' Rights and Obligations: Specific rights, duties, and restrictions applicable to General and Limited Partners

9. Management and Control: Management structure and decision-making processes, particularly the General Partner's authority

10. Profit and Loss Allocation: Framework for distributing profits and losses among partners

11. Books and Records: Requirements for maintaining partnership accounts and records

12. Partner Meetings: Procedures for partner meetings and voting rights

13. Transfer Restrictions: Rules governing the transfer of partnership interests

14. Dissolution and Liquidation: Processes for partnership dissolution and asset distribution

15. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction

Optional Sections

1. Bank Accounts: Specific provisions for partnership banking arrangements, used when multiple account signatories are needed

2. Intellectual Property: Provisions regarding IP ownership and usage, important when the partnership will develop or use significant IP

3. Non-Competition: Restrictions on partners' competing activities, relevant for partnerships in competitive industries

4. Employment Matters: Framework for employee hiring and management, needed if the partnership will have employees

5. Insurance: Requirements for partnership insurance coverage, important for high-risk businesses

6. Environmental Compliance: Environmental obligations and compliance requirements, necessary for partnerships in industries with environmental impact

7. Confidentiality: Provisions for protecting partnership confidential information, important for partnerships with sensitive information or trade secrets

Suggested Schedules

1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions

2. Schedule 2 - Partnership Business Plan: Initial business plan and strategic objectives

3. Schedule 3 - Management Structure: Detailed organizational structure and management procedures

4. Schedule 4 - Profit Sharing Ratios: Specific formulas and methods for profit and loss allocation

5. Schedule 5 - Partner Details: Complete partner information including contact details and tax registration numbers

6. Schedule 6 - Reserved Matters: List of decisions requiring special approval or unanimous consent

7. Appendix A - KvK Registration Requirements: Checklist and forms for Dutch Chamber of Commerce registration

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Investment Management

Private Equity

Real Estate

Professional Services

Technology

Manufacturing

Retail

Construction

Agriculture

Energy

Healthcare

Hospitality

Relevant Teams

Legal

Finance

Corporate Services

Tax

Compliance

Risk Management

Investment

Business Development

Partner Relations

Corporate Governance

Administrative

Relevant Roles

Managing Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Investment Manager

Fund Manager

Business Development Director

Company Secretary

Tax Director

Compliance Officer

Risk Manager

Partner Relations Manager

General Counsel

Corporate Lawyer

Investment 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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