The Limited Liability Partnership Agreement is a foundational document used when establishing a limited partnership structure in New Zealand under the Limited Partnerships Act 2008. This agreement is essential for businesses seeking to combine the operational flexibility of a partnership with the liability protection typically associated with companies. It is particularly suited for ventures where certain partners (limited partners) wish to invest capital while maintaining limited liability, while others (general partners) manage the business operations. The document comprehensively addresses partnership formation, capital structure, management rights, profit distribution, partner obligations, and exit mechanisms, all within the New Zealand legal framework. It's commonly used in investment ventures, professional services, and various business operations requiring separated ownership and management structures.
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1. Parties: Identifies the general partner(s) and limited partners entering into the agreement
2. Background: Sets out the context and purpose for establishing the limited partnership
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Formation and Registration: Details of partnership establishment, registration requirements, and term of partnership
5. Partnership Name and Business: Specifies the partnership name, business purpose, and scope of activities
6. Capital Contributions: Details of initial and any subsequent capital contributions by partners
7. Partnership Interests: Defines partners' ownership interests and any classes of interests
8. Management and Control: Powers and duties of general partner(s) and limitations on limited partners' involvement
9. Decision Making: Procedures for partnership decisions and voting rights
10. Financial Matters: Accounting procedures, distribution of profits/losses, and tax matters
11. Bank Accounts and Records: Requirements for maintaining partnership accounts and records
12. Transfer of Partnership Interests: Rules and restrictions regarding transfer of partnership interests
13. Admission of New Partners: Procedures for admitting additional partners
14. Withdrawal and Removal: Process for voluntary withdrawal and involuntary removal of partners
15. Dissolution and Winding Up: Circumstances triggering dissolution and procedures for winding up
16. Confidentiality: Obligations regarding partnership confidential information
17. Dispute Resolution: Procedures for resolving disputes between partners
18. Notices: Requirements for giving formal notices under the agreement
19. General Provisions: Miscellaneous legal provisions including governing law and amendments
1. Competing Activities: Restrictions on partners engaging in competing businesses - include when partners want non-compete provisions
2. Intellectual Property: Ownership and use of IP - include when the partnership will develop or use significant IP
3. Employee Matters: Guidelines for employment decisions - include when the partnership will have employees
4. Insurance: Required insurance coverage - include when specific insurance requirements are needed
5. Advisory Board: Structure and role of advisory board - include when partnership wants external advisors
6. Tag-Along and Drag-Along Rights: Special transfer rights - include for larger partnerships with sophisticated investors
7. Put and Call Options: Optional purchase/sale rights - include when partners want specific exit mechanisms
8. International Operations: Rules for international business - include when operating across borders
1. Schedule 1: Partner Details: Details of all partners including contact information and initial capital contributions
2. Schedule 2: Business Plan: Initial business plan and strategy of the partnership
3. Schedule 3: Capital Contributions: Detailed breakdown of partner contributions including timing and valuation
4. Schedule 4: Distribution Policy: Detailed policy for profit distributions and reinvestment
5. Schedule 5: Management Structure: Detailed management structure and reporting lines
6. Schedule 6: Reserved Matters: List of decisions requiring special approval
7. Appendix A: Partnership Certificate Form: Template for partnership interest certificates
8. Appendix B: Deed of Adherence: Template for new partners joining the partnership
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Real Estate
Investment Management
Private Equity
Venture Capital
Technology
Manufacturing
Agriculture
Retail
Construction
Healthcare
Consulting
Financial Services
Mining and Resources
Education and Training
Relevant Teams
Legal
Corporate Affairs
Finance
Executive Leadership
Risk and Compliance
Investment
Operations
Business Development
Partner Relations
Company Secretariat
Relevant Roles
Chief Executive Officer
Managing Partner
General Partner
Legal Counsel
Corporate Lawyer
Investment Manager
Chief Financial Officer
Business Development Manager
Company Secretary
Risk Manager
Compliance Officer
Partner Relations Manager
Operations Director
Investment Director
Fund Manager
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