Limited Partnership Subscription Agreement Generator for Australia

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Key Requirements PROMPT example:

Limited Partnership Subscription Agreement

"I need a Limited Partnership Subscription Agreement for a real estate investment fund based in Sydney, with a minimum commitment of AUD 5 million, specifically designed for sophisticated investors, with the initial closing date set for March 15, 2025."

Document background
The Limited Partnership Subscription Agreement is a crucial document used in Australian investment structures when a new Limited Partner wishes to invest in a limited partnership. This document is typically employed by private equity funds, venture capital firms, and other investment vehicles structured as limited partnerships. It contains all necessary provisions required under Australian law, including state-specific partnership legislation and federal regulatory requirements. The agreement details the subscription process, commitment amounts, capital call procedures, and investor representations, while ensuring compliance with Australian financial services regulations, AML/CTF requirements, and foreign investment rules where applicable. It serves as both a commercial and compliance document, establishing the relationship between the incoming Limited Partner and the partnership structure.
Suggested Sections

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

2. Background: Contextual information about the Limited Partnership and the purpose of the subscription

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation principles

4. Subscription for Partnership Interest: Details of the partnership interest being subscribed for, including commitment amount and payment terms

5. Admission Process: Steps and conditions for admission as a Limited Partner

6. Representations and Warranties: Statements of fact and assurances from the subscribing Limited Partner

7. Acknowledgments: Specific acknowledgments by the Limited Partner regarding partnership terms and risks

8. Compliance with Partnership Agreement: Confirmation of adherence to the main partnership agreement terms

9. Capital Contributions: Terms governing the timing and process for capital contributions

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process and requirements for giving formal notices

12. General Provisions: Standard boilerplate clauses including governing law, amendments, and assignment

Optional Sections

1. FATCA Compliance: Required if there are US investors or US tax implications

2. AML/CTF Requirements: Detailed section needed if not covered in schedules or if specific obligations need highlighting

3. Power of Attorney: Required if the Limited Partner needs to grant specific powers to the General Partner

4. Tag-Along Rights: Include if Limited Partners are given rights to participate in sales by other partners

5. Drag-Along Rights: Include if majority partners can force other partners to join in a sale

6. Key Person Provisions: Include if the subscription is contingent on certain individuals remaining involved

7. Sophisticated Investor Confirmation: Required if targeting wholesale/sophisticated investors only

8. Foreign Investment Provisions: Required if there are foreign investment restrictions or requirements

Suggested Schedules

1. Subscription Details: Form detailing commitment amount, partner information, and payment details

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

3. Investment Eligibility Questionnaire: Questionnaire to confirm investor qualification status

4. KYC and AML Checklist: List of required documents and information for identity verification

5. Tax Forms: Required tax forms and declarations

6. Wire Transfer Instructions: Banking details for capital contributions

7. Investor Qualification Forms: Forms to verify sophisticated/wholesale investor status

8. Privacy Notice: Details of how personal information will be handled

9. Risk Disclosure Statement: Detailed disclosure of investment risks

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Private Equity

Venture Capital

Real Estate Investment

Infrastructure

Asset Management

Financial Services

Investment Management

Professional Services

Alternative Investments

Property Development

Relevant Teams

Legal

Compliance

Investment Management

Fund Administration

Risk Management

Finance

Operations

Investor Relations

Due Diligence

Corporate Governance

Relevant Roles

Investment Manager

Fund Manager

Legal Counsel

Compliance Officer

Chief Investment Officer

Chief Financial Officer

Partnership Administrator

Investment Director

Risk Manager

Company Secretary

Due Diligence Officer

Investor Relations Manager

Portfolio Manager

Industries
Partnership Act 1892 (NSW) and equivalent state Partnership Acts: Primary legislation governing the formation, operation, and dissolution of partnerships in Australia, including specific provisions for limited partnerships. Each state has its own Partnership Act with similar provisions.
Corporations Act 2001 (Cth): Federal legislation governing corporate entities and investment schemes in Australia, including regulations about offering securities and managed investment schemes.
Australian Securities and Investments Commission Act 2001: Legislation establishing ASIC's powers and responsibilities in regulating financial services and markets, relevant for partnership offerings and investments.
Income Tax Assessment Act 1997: Tax legislation governing the treatment of partnership income, distributions, and tax obligations of partners in limited partnerships.
Anti-Money Laundering and Counter-Terrorism Financing Act 2006: Legislation requiring customer due diligence and verification procedures for financial transactions and investments.
Privacy Act 1988 (Cth): Federal legislation governing the collection, use, and disclosure of personal information, relevant for handling investor data.
Financial Sector (Collection of Data) Act 2001: Legislation concerning the collection and reporting of financial information, relevant for partnership reporting obligations.
Competition and Consumer Act 2010 (including Australian Consumer Law): Legislation governing fair trading and consumer protection, relevant for disclosure obligations and representations made to potential 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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