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Real Estate Limited Partnership Agreement
"I need a Real Estate Limited Partnership Agreement for a partnership between one general partner and five limited partners, focusing on residential property development in Cape Town, with an initial capital commitment of R50 million and a partnership term beginning March 2025."
1. Parties: Identification of all partners, including General Partner(s) and Limited Partners, with their full details and capacities
2. Background: Context of the partnership formation, intended purpose, and basic premises of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Formation of Partnership: Declaration of partnership formation, effective date, and partnership name
5. Purpose and Business of Partnership: Detailed description of partnership's real estate investment and development objectives
6. Duration: Term of the partnership, including commencement date and conditions for termination
7. Capital Contributions: Initial and subsequent capital contributions, terms, and conditions of partner investments
8. Partnership Interests: Description of partners' ownership interests, voting rights, and economic rights
9. Management and Control: Powers and duties of General Partner(s), management structure, and decision-making processes
10. Limited Partners' Rights and Restrictions: Scope and limitations of Limited Partners' involvement and rights
11. Property Acquisition and Disposal: Procedures and requirements for acquiring and disposing of real estate assets
12. Distributions and Allocations: Rules for profit distribution and loss allocation among partners
13. Books, Records and Reporting: Requirements for financial records, reporting, and partner access to information
14. Transfer of Partnership Interests: Rules and restrictions regarding the transfer of partnership interests
15. Dissolution and Liquidation: Procedures for partnership dissolution and asset distribution
16. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Development Projects: Include when partnership will engage in property development activities, outlining specific procedures and requirements
2. Property Management: Include when partnership will manage properties directly rather than outsource management
3. Financing Arrangements: Include when partnership anticipates using external financing or partner loans
4. Environmental Matters: Include when dealing with properties requiring environmental consideration or compliance
5. Employment Matters: Include when partnership will have direct employees
6. Tax Matters: Include detailed tax provisions when complex tax structures are involved
7. FICA Compliance: Include detailed compliance procedures when partnership involves high-value transactions or foreign partners
8. BEE Compliance: Include when partnership needs to meet specific BEE requirements
9. Property Practitioner Compliance: Include when partnership will engage in property agency activities
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2: Property Schedule: List and details of properties initially owned or to be acquired by the partnership
3. Schedule 3: Partner Information: Detailed information about all partners, including contact details and tax numbers
4. Schedule 4: Management Structure: Detailed organizational structure and management procedures
5. Schedule 5: Distribution Waterfall: Detailed calculations and priorities for profit distributions
6. Appendix A: Property Management Agreement: Standard form of property management agreement to be used
7. Appendix B: Development Agreement: Standard form of development agreement if applicable
8. Appendix C: Compliance Procedures: Detailed FICA and other compliance procedures
9. Appendix D: Valuation Methodology: Agreed methodology for valuing partnership assets and interests
Authors
Real Estate
Property Development
Construction
Property Management
Commercial Property
Residential Property
Real Estate Investment
Property Finance
Urban Development
Property Technology
Legal
Real Estate
Investment
Compliance
Finance
Risk Management
Property Management
Business Development
Operations
Corporate Affairs
Real Estate Investment Manager
Property Development Director
Legal Counsel
Chief Investment Officer
Fund Manager
Property Portfolio Manager
Compliance Manager
Financial Director
Real Estate Partner
Investment Analyst
Property Practitioner
Asset Manager
Risk Manager
Transaction Manager
Development Manager
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