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Limited Partnership Subscription Agreement

Limited Partnership Subscription Agreement Template for Netherlands

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Key Requirements PROMPT example:

Limited Partnership Subscription Agreement

"I need a Limited Partnership Subscription Agreement for a Dutch real estate investment fund where an institutional investor is committing €50 million, with specialized provisions for quarterly capital calls starting March 2025 and ESG reporting requirements."

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Document background
The Limited Partnership Subscription Agreement is a fundamental document used in Dutch investment structures when new investors join a limited partnership (Commanditaire Vennootschap). It is particularly relevant for private equity, venture capital, and other alternative investment funds structured as Dutch CVs. The document serves multiple purposes: it formalizes the subscription process, establishes the investor's status as a limited partner, details their capital commitment, and ensures compliance with Dutch partnership law and financial regulations. This agreement is crucial for both general partners managing the fund and investors seeking to participate in the investment structure, containing essential provisions about capital calls, investor representations, transfer restrictions, and partnership governance. The document must comply with Dutch legal requirements, including the Dutch Civil Code and Financial Supervision Act, while also addressing international considerations when foreign investors are involved.
Suggested Sections

1. Parties: Identification of the Limited Partnership, General Partner, and the subscribing Limited Partner

2. Background: Context of the partnership, its purpose, and the basis for the subscription

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Subscription and Payment Terms: Details of the capital commitment, payment schedule, and subscription process

5. Admission as Limited Partner: Conditions and process for admission as a limited partner

6. Representations and Warranties: Statements of fact and assurances from the subscribing limited partner

7. Partnership Interest: Nature and extent of the limited partner's interest in the partnership

8. Capital Contributions: Rules regarding initial and subsequent capital contributions

9. Rights and Obligations: Specific rights and obligations of the limited partner

10. Transfer Restrictions: Limitations on transferring partnership interests

11. Confidentiality: Obligations regarding confidential information

12. Notices: Communication procedures between parties

13. Term and Termination: Duration of the agreement and termination provisions

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

15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.

Optional Sections

1. Regulatory Compliance: Include when the partnership falls under specific regulatory regimes like AIFMD

2. Tax Matters: Include for complex tax structures or when specific tax elections are required

3. Power of Attorney: Include when the General Partner needs specific authorizations from Limited Partners

4. Co-investment Rights: Include when limited partners have rights to co-invest in portfolio companies

5. Key Person Provisions: Include when the subscription is contingent on certain key persons remaining involved

6. ESG Provisions: Include when environmental, social, and governance considerations are material

7. FATCA Compliance: Include for partnerships with US connections requiring FATCA compliance

8. Special LP Rights: Include when certain limited partners receive preferential rights or terms

Suggested Schedules

1. Subscription Form: Detailed form for subscription information and investor details

2. Partnership Agreement: Copy or summary of the main partnership agreement

3. KYC Requirements: List of required know-your-customer documentation

4. Investment Strategy: Description of the partnership's investment strategy and guidelines

5. Fee Schedule: Detailed breakdown of management fees and carried interest

6. FATCA/CRS Forms: Required tax and regulatory reporting forms

7. Wire Instructions: Banking details for capital contributions

8. Power of Attorney Form: Standard form for granting powers of attorney if required

9. Investor Questionnaire: Detailed questionnaire for investor qualification and classification

10. Privacy Notice: GDPR-compliant privacy notice for personal data processing

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

alex.den.21@genieai.co
Relevant legal definitions

























































Clauses







































Relevant Industries

Private Equity

Venture Capital

Investment Management

Real Estate Investment

Infrastructure Investment

Asset Management

Financial Services

Alternative Investments

Fund Management

Professional Services

Relevant Teams

Legal

Compliance

Investment Management

Fund Administration

Risk Management

Finance

Investor Relations

Due Diligence

Corporate Governance

Operations

Relevant Roles

Fund Manager

Investment Director

Legal Counsel

Compliance Officer

Chief Investment Officer

Partner

Managing Director

Investment Manager

Fund Administrator

Risk Manager

General Counsel

Chief Financial Officer

Investor Relations Manager

Due Diligence Officer

Portfolio Manager

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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