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Limited Partnership Agreement Private Equity Template for United States

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Key Requirements PROMPT example:

Limited Partnership Agreement Private Equity

"I need a Limited Partnership Agreement Private Equity for a new technology-focused fund launching in March 2025, with a target size of $500 million and specific provisions for co-investment rights for institutional investors."

Document background
The Limited Partnership Agreement Private Equity is a foundational document used when establishing a private equity fund in the United States. It serves as the primary governing document that defines the relationship between the fund manager (GP) and investors (LPs), sets forth the fund's investment strategy, and establishes the economic arrangements including management fees and carried interest. The agreement must be carefully structured to comply with federal securities laws, state partnership laws, and potentially ERISA regulations if pension money is involved. It typically includes provisions for capital calls, investment restrictions, distribution waterfalls, transfer limitations, and fund governance.
Suggested Sections

1. Parties: Identifies the General Partner, Limited Partners, and the Partnership entity

2. Background/Recitals: Sets forth the purpose of forming the partnership and basic intent of the parties

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of partnership formation, name, and jurisdiction

5. Purpose and Powers: Defines the partnership's investment objectives and permitted activities

6. Capital Contributions: Terms governing partner contributions and capital commitments

7. Management and Control: Rights and responsibilities of the General Partner

8. Allocations and Distributions: Profit/loss allocation and distribution waterfall provisions

9. Transfer Restrictions: Rules regarding transfer of partnership interests

10. Term and Dissolution: Partnership duration and dissolution procedures

Optional Sections

1. ERISA Provisions: Required if pension fund investors are involved - include when fund accepts investments from ERISA plans

2. FATCA Compliance: Foreign Account Tax Compliance Act provisions - include when fund has non-US investors or investments

3. Co-Investment Rights: Terms for co-investment opportunities - include when offering co-investment rights to certain LPs

4. Strategic Investor Rights: Special rights for strategic investors - include when certain LPs receive preferential terms

Suggested Schedules

1. Subscription Agreement: Document for Limited Partners to subscribe to the partnership

2. Capital Commitments Schedule: List of partners and their committed capital amounts

3. Investment Guidelines: Detailed investment criteria and restrictions

4. Fee Schedule: Management fees and carried interest calculations

5. ERISA Plan Partner Provisions: Specific provisions for ERISA investors

6. Tax Matters Exhibit: Detailed tax allocations and procedures

7. Form of Transfer Agreement: Template for transferring partnership interests

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

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Industries

Investment Company Act of 1940: Federal law that regulates investment companies and provides structure for oversight of mutual funds and investment funds

Investment Advisers Act of 1940: Federal law that regulates investment advisers and requires registration with the SEC for certain investment professionals

Securities Act of 1933: Federal law governing the initial offering of securities, requiring registration and disclosure unless an exemption applies

Securities Exchange Act of 1934: Federal law regulating secondary market trading and establishing the SEC

Dodd-Frank Act: Comprehensive financial reform legislation affecting private equity firms, including registration requirements and reporting obligations

ERISA: Employee Retirement Income Security Act - Federal law governing pension investments and fiduciary obligations when pension money is involved

Internal Revenue Code: Federal tax laws specifically relating to partnership taxation and investment vehicles

State Limited Partnership Acts: State-specific laws governing the formation and operation of limited partnerships

Blue Sky Laws: State-specific securities laws governing the offering and sale of securities within each state

Uniform Limited Partnership Act: Model act adopted by many states providing consistent framework for limited partnership formation and operation

SEC Regulations: Rules and regulations promulgated by the Securities and Exchange Commission affecting private equity operations

FINRA Requirements: Rules and regulations from the Financial Industry Regulatory Authority affecting broker-dealer activities

Form PF Requirements: Reporting requirements for private fund advisers to report systemic risk information to the SEC

AML Regulations: Anti-Money Laundering regulations requiring implementation of programs to prevent money laundering

KYC Requirements: Know Your Customer regulations requiring due diligence on investor identity and source of funds

ILPA Guidelines: Institutional Limited Partners Association guidelines providing industry standards for private equity partnerships

UBTI Provisions: Unrelated Business Taxable Income rules affecting tax-exempt investors in private equity funds

ECI Provisions: Effectively Connected Income rules affecting foreign investors in US-based private equity funds

FATCA Compliance: Foreign Account Tax Compliance Act requirements for reporting foreign investments and investors

PFIC Rules: Passive Foreign Investment Company rules affecting offshore investment structures and foreign investors

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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