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Limited Partnership Agreement Private Equity

Limited Partnership Agreement Private Equity Template for South Africa

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Key Requirements PROMPT example:

Limited Partnership Agreement Private Equity

"I need a Limited Partnership Agreement Private Equity for a R500 million technology-focused fund launching in March 2025, with a single GP entity and up to 15 institutional LPs, including specific provisions for international investor participation and BBBEE compliance."

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Document background
The Limited Partnership Agreement Private Equity is a foundational document used when establishing a private equity fund structure in South Africa. It serves as the primary governing document that defines the relationship between the General Partner (who manages the fund) and Limited Partners (who provide capital). This agreement is essential for any private equity fund formation in South Africa and must comply with local regulatory requirements, including the Financial Advisory and Intermediary Services (FAIS) Act, Companies Act, and Financial Sector Regulation Act. The document typically includes detailed provisions on capital commitments, investment strategies, profit distribution mechanisms, governance structures, and regulatory compliance requirements. It's particularly important in the South African context where specific considerations such as BBBEE requirements and exchange control regulations may need to be addressed.
Suggested Sections

1. Parties: Identification of the General Partner and initial Limited Partners

2. Background: Context of the partnership formation and its intended purpose

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

4. Formation and Term: Establishment of the partnership, commencement date, and duration

5. Purpose and Investment Strategy: Defined scope of partnership activities and investment criteria

6. Capital Contributions: Terms for initial and subsequent capital contributions, capital commitment mechanisms

7. Partnership Interests: Classes of partnership interests, rights attached to each class

8. Management and Control: Powers and duties of the General Partner, management structure

9. Investment Committee: Composition, role, and decision-making processes of the investment committee

10. Distributions and Allocations: Distribution waterfall, profit sharing, and allocation mechanisms

11. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners

12. Reporting and Information Rights: Financial reporting obligations and information access rights

13. Fees and Expenses: Management fees, partnership expenses, and cost allocation

14. Withdrawal and Removal: Partner withdrawal rights and removal of General Partner provisions

15. Dissolution and Liquidation: Events triggering dissolution and liquidation procedures

16. Representations and Warranties: Standard representations by partners

17. Confidentiality: Protection of partnership and portfolio information

18. Notices: Communication procedures between partners

19. Governing Law and Jurisdiction: South African law application and dispute resolution

20. General Provisions: Miscellaneous legal and administrative provisions

Optional Sections

1. Key Person Provisions: Used when specific individuals are crucial to the partnership's operation

2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in portfolio companies

3. Excuse and Exclusion: Used when Limited Partners may need rights to be excused from certain investments

4. Strategic Partner Rights: Include when certain Limited Partners have special rights or privileges

5. Environmental, Social and Governance (ESG): Include when specific ESG requirements are part of the investment strategy

6. BBBEE Provisions: Include specific provisions relating to Black Economic Empowerment requirements

7. Follow-on Investment Rights: Include when providing for additional investment rights in portfolio companies

8. Advisory Committee: Used when a separate advisory committee structure is needed

9. Default Provisions: Detailed provisions for handling defaulting Limited Partners

10. Recycling of Proceeds: Include when the partnership can reinvest distributed proceeds

Suggested Schedules

1. Schedule 1: Partner Details: List of all partners and their commitment amounts

2. Schedule 2: Investment Guidelines: Detailed investment criteria and restrictions

3. Schedule 3: Valuation Policy: Methodology for valuing partnership investments

4. Schedule 4: Distribution Waterfall: Detailed calculations for profit distribution

5. Schedule 5: Management Fee Structure: Detailed calculation of management fees

6. Schedule 6: FICA Requirements: Anti-money laundering documentation requirements

7. Schedule 7: Subscription Agreement: Form of agreement for new Limited Partners

8. Schedule 8: Advisory Board Terms of Reference: Rules governing the Advisory Board if applicable

9. Appendix A: Capital Commitments: Detailed breakdown of partner commitments and payment schedule

10. Appendix B: Form of Transfer Agreement: Template for partnership interest transfers

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





































































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Relevant Industries

Financial Services

Private Equity

Investment Management

Venture Capital

Asset Management

Banking

Professional Services

Fund Administration

Alternative Investments

Wealth Management

Relevant Teams

Legal

Compliance

Investment

Finance

Risk Management

Operations

Fund Administration

Corporate Governance

Deal Advisory

Investment Committee

Portfolio Management

Investor Relations

Transaction Advisory

Tax

Due Diligence

Relevant Roles

Fund Manager

Private Equity Partner

Investment Director

Legal Counsel

Compliance Officer

Chief Investment Officer

Chief Financial Officer

Investment Principal

Fund Administrator

Risk Manager

Portfolio Manager

Managing Partner

Investment Committee Member

General Counsel

Company Secretary

Chief Operating Officer

Director of Operations

Senior Investment Associate

Fund Controller

Partnership Administrator

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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