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Amended And Restated Limited Partnership Agreement

Amended And Restated Limited Partnership Agreement Template for Switzerland

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Key Requirements PROMPT example:

Amended And Restated Limited Partnership Agreement

"I need an Amended and Restated Limited Partnership Agreement under Swiss law for a real estate investment partnership that's admitting three new limited partners and updating its investment strategy to include sustainable property developments, with the changes to take effect from March 1, 2025."

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Document background
The Amended and Restated Limited Partnership Agreement is utilized when partners need to substantially modify their existing partnership arrangement while maintaining the partnership's legal continuity. This document becomes necessary when significant changes occur, such as admission of new partners, modifications to capital structure, or updates to governance provisions. It completely restates the partnership terms while incorporating all amendments, making it easier to work with a single, current document rather than the original agreement plus various amendments. Under Swiss law, the agreement must comply with the Swiss Code of Obligations and requires proper execution and commercial registry filing. The document typically includes detailed provisions about capital contributions, profit sharing, management rights, transfer restrictions, and partner obligations, all adapted to meet Swiss legal requirements and market standards.
Suggested Sections

1. Parties: Identification of all partners, including general partner(s) and limited partners

2. Background: Context of the original agreement and reasons for amendment and restatement

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Amendment and Restatement: Provisions regarding the relationship with the original agreement and effect of the restatement

5. Partnership Formation and Purpose: Legal formation, name, registered office, purpose, and term of the partnership

6. Capital Contributions: Initial and subsequent capital contributions, commitment amounts, and capital accounts

7. Partnership Interests: Classes of interests, rights attached to interests, and transfer restrictions

8. Management and Control: Powers and duties of the general partner, management structure, and decision-making processes

9. Meetings and Resolutions: Procedures for partner meetings, voting rights, and written resolutions

10. Allocations and Distributions: Profit and loss allocation, distribution waterfall, and distribution policies

11. Books, Records and Reporting: Accounting requirements, reporting obligations, and partner information rights

12. Representations and Warranties: Partner representations regarding capacity, authority, and compliance

13. Liability and Indemnification: Liability limitations, indemnification provisions, and insurance requirements

14. Term and Termination: Partnership duration, termination events, and dissolution procedures

15. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions

Optional Sections

1. Investment Strategy: Detailed investment guidelines and restrictions, included for investment partnerships

2. Key Person Provisions: Provisions regarding key personnel and consequences of their departure, relevant for management-dependent partnerships

3. ESG Provisions: Environmental, social, and governance requirements, included when partners require ESG compliance

4. FATCA Compliance: Foreign Account Tax Compliance Act provisions, needed if US persons are involved

5. Co-Investment Rights: Provisions regarding co-investment opportunities, relevant for investment partnerships

6. Advisory Committee: Structure and powers of limited partner advisory committee, for larger partnerships

7. Excuse and Exclusion: Provisions allowing partners to be excused from or excluded from certain investments

8. Alternative Investment Vehicles: Provisions for establishing parallel vehicles, relevant for complex investment structures

9. Marketing and Publicity: Restrictions on partnership and investment marketing, relevant for regulated activities

Suggested Schedules

1. Schedule 1 - Partner Details: List of all partners with their commitment amounts and partnership interests

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of initial capital contributions and payment schedules

3. Schedule 3 - Management Fee Structure: Detailed provisions regarding calculation and payment of management fees

4. Schedule 4 - Distribution Waterfall: Detailed mechanics of the distribution waterfall calculations

5. Schedule 5 - Valuation Policy: Methodology for valuing partnership assets and interests

6. Schedule 6 - Transfer Procedures: Detailed procedures for transferring partnership interests

7. Appendix A - Subscription Agreement Form: Standard form for admitting new limited partners

8. Appendix B - Partner Consent Form: Standard form for partner consents and resolutions

9. Appendix C - Power of Attorney: Standard form of power of attorney for general partner actions

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Act
Additional Limited Partners
Adjusted Capital Account
Affiliate
Agreement
Amendment Date
Annual Budget
Applicable Law
Asset Value
Auditors
Business Day
Business Plan
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Cause
Change of Control
Closing
Closing Date
Commercial Register
Commitment Period
Confidential Information
Control
Default
Defaulting Partner
Distribution
Effective Date
Encumbrance
ESG Requirements
Excluded Matter
Exercise Period
Exit
FATCA
Final Closing
Financial Year
First Closing
Force Majeure
General Partner
General Partner Removal Event
Holding Period
Initial Limited Partners
Investment
Investment Committee
Investment Company Act
Investment Guidelines
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Limited Partnership Interest
Liquidation
Management Fee
Managing Partner
Original Agreement
Partner
Partnership
Partnership Assets
Partnership Interest
Partnership Purpose
Percentage Interest
Permitted Transfer
Person
Portfolio Company
Preferred Return
Principal Place of Business
Prior Agreement
Professional Costs
Qualified Purchaser
Regulatory Requirements
Related Party
Relative Return
Removal Notice
Reserved Matters
Restatement Date
Return of Capital
Securities Act
Subscription Agreement
Subsequent Closing
Swiss GAAP
Term
Transfer
Transferred Rights
Valuation Policy
Voting Rights
Clauses
Formation
Amendment and Restatement
Partnership Purpose
Term
Capital Contributions
Capital Accounts
Capital Calls
Partnership Interests
Transfer Restrictions
Management Rights
Decision Making
Investment Policy
Allocation of Profits and Losses
Distributions
Carried Interest
Management Fee
Partner Admission
Partner Withdrawal
Default
Key Person
Removal Rights
Advisory Committee
Confidentiality
Non-Competition
Reports and Information
Books and Records
Bank Accounts
Tax Matters
FATCA Compliance
Regulatory Compliance
ESG Requirements
Representations and Warranties
Indemnification
Limited Liability
Force Majeure
Termination
Dissolution
Winding Up
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendments
Entire Agreement
Severability
Counterparts
Relevant Industries

Private Equity

Venture Capital

Real Estate Investment

Asset Management

Professional Services

Investment Management

Family Office Services

Infrastructure Development

Alternative Investments

Healthcare Investment

Technology Investment

Sustainable Energy Investment

Relevant Teams

Legal

Finance

Compliance

Investment Management

Risk Management

Corporate Governance

Fund Administration

Partner Relations

Corporate Secretariat

Tax

Relevant Roles

Managing Partner

General Counsel

Chief Legal Officer

Investment Director

Fund Manager

Compliance Officer

Chief Financial Officer

Private Equity Partner

Partnership Secretary

Senior Legal Counsel

Investment Committee Member

Risk Manager

Managing Director

Corporate Secretary

Financial Controller

Industries
Swiss Code of Obligations (CO) - General Partnership Law: Articles 552-593 CO: Contains the basic provisions applicable to all partnerships, including formation, partner relationships, and general partnership governance principles
Swiss Code of Obligations (CO) - Limited Partnership Provisions: Articles 594-619 CO: Specific provisions governing limited partnerships, including the distinction between limited and unlimited partners, liability rules, and management rights
Swiss Commercial Register Ordinance: Regulations regarding the mandatory registration of limited partnerships in the commercial register, including required information and documentation
Swiss Federal Act on Direct Federal Taxation: Provisions regarding taxation of partnerships, including tax transparency principles and partner taxation rules
Swiss Federal Act on Value Added Tax: VAT implications for partnerships and their business activities
Swiss Federal Act on Combating Money Laundering and Terrorist Financing: Requirements regarding due diligence, documentation, and reporting obligations that may affect partnership operations
Swiss Civil Code: Supplementary provisions affecting partnerships, especially regarding legal personality and general principles of Swiss private law
Swiss Merger Act: Relevant for any restructuring provisions in the agreement, including potential future mergers, splits, or conversions of the partnership
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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