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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."
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
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
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
Investment Management
Private Equity
Real Estate
Professional Services
Technology
Manufacturing
Retail
Construction
Agriculture
Energy
Healthcare
Hospitality
Legal
Finance
Corporate Services
Tax
Compliance
Risk Management
Investment
Business Development
Partner Relations
Corporate Governance
Administrative
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
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