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Limited Partner Agreement Private Equity

Limited Partner Agreement Private Equity Template for Germany

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Key Requirements PROMPT example:

Limited Partner Agreement Private Equity

"I need a Limited Partner Agreement Private Equity for a €500M German technology investment fund launching in March 2025, with strong ESG provisions and co-investment rights for institutional investors."

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Document background
The Limited Partner Agreement Private Equity is a foundational document used when establishing a private equity fund structured as a German limited partnership (Kommanditgesellschaft). This agreement is essential for fund managers operating under German jurisdiction who need to comply with both the German Commercial Code (HGB) and the Capital Investment Code (KAGB). The document outlines capital commitments, investment strategies, management responsibilities, profit distribution mechanisms, and regulatory compliance requirements. It's particularly important in the context of German financial regulations and must incorporate specific local legal requirements while maintaining alignment with international private equity practices. The agreement serves as the primary governing document for the relationship between the General Partner and Limited Partners throughout the fund's lifecycle.
Suggested Sections

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

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

3. Definitions: Comprehensive definitions of terms used throughout the agreement

4. Formation and Term: Legal establishment of the partnership, registration details, and duration

5. Capital Contributions: Terms of capital commitments, drawdown procedures, and default provisions

6. Management: Powers and duties of the General Partner, investment decisions, and limitations

7. Economic Terms: Distribution waterfall, carried interest, management fees, and expense allocations

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

9. Regulatory Compliance: KAGB compliance, AIFMD requirements, and other regulatory obligations

10. Reports and Valuations: Financial reporting obligations, valuation methods, and partner information rights

11. Tax Matters: Tax treatment, allocations, and related partner obligations

12. Dissolution and Liquidation: Process for winding up the partnership and asset distribution

13. General Provisions: Governing law, notices, amendments, and other standard provisions

Optional Sections

1. Co-Investment Rights: Terms for co-investment opportunities offered to Limited Partners

2. ESG Provisions: Environmental, Social, and Governance requirements for investments

3. Key Person Provisions: Provisions regarding key investment professionals and consequences of their departure

4. Strategic Investor Rights: Special rights for major institutional investors or strategic partners

5. Investment Committee: Structure and powers of an investment committee if applicable

6. FCPA/Anti-Corruption: Specific anti-corruption compliance requirements

7. Alternative Investment Structures: Provisions for parallel funds or alternative investment vehicles

8. Early Termination Rights: Special termination rights for specific circumstances

Suggested Schedules

1. Subscription Agreement: Form of agreement for Limited Partners to subscribe to the partnership

2. Capital Commitments: Schedule of all partners' capital commitments

3. Investment Guidelines: Detailed investment strategy, restrictions, and guidelines

4. Fee Schedule: Detailed breakdown of management fees and carried interest calculations

5. FATCA/CRS Forms: Required tax and regulatory reporting forms

6. KYC Requirements: Anti-money laundering and know-your-customer documentation requirements

7. Power of Attorney: Form of power of attorney for General Partner actions

8. Partner Contact Information: Administrative details and notice information for all partners

9. Regulatory Disclosures: Required KAGB and AIFMD disclosures

10. Tax Transparency Election: Forms and elections for German tax treatment

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
AIFMD
BaFin
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Clawback
Closing Date
Commitment Period
Default
Defaulting Limited Partner
Distribution
Draw Down Notice
ERISA
ESG Requirements
Excuse Rights
Exit
FATCA
Final Closing Date
First Closing Date
Follow-on Investment
General Partner
General Partner Removal Event
HGB
Hurdle Rate
Investment Advisor
Investment Committee
Investment Company Act
Investment Guidelines
Investment Period
KAGB
Key Person
Key Person Event
Limited Partner
Management Agreement
Management Fee
Management Company
Net Asset Value
Partnership
Partnership Agreement
Partnership Expenses
Partnership Interest
Portfolio Company
Preferred Return
Priority Profit Share
Regulatory Requirements
Related Party Transaction
Remaining Commitments
Side Letter
Subscription Agreement
Term
Transfer
Uncalled Commitment
Valuation Policy
Waterfall
Clauses
Partnership Formation
Capital Commitment
Capital Contributions
Drawdown Procedures
Management Rights
Investment Restrictions
Investment Process
Advisory Committee
Distributions
Carried Interest
Management Fee
Transfer Restrictions
Default Provisions
Key Person
Removal of General Partner
Co-Investment Rights
Confidentiality
Reporting Requirements
Valuation
Limited Partner Rights
Regulatory Compliance
ESG Requirements
Anti-Money Laundering
FATCA Compliance
Tax Matters
Expenses
Indemnification
Liability Limitations
Conflicts of Interest
Related Party Transactions
Amendment Procedures
Term and Termination
Withdrawal Rights
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Entire Agreement
Severability
Partnership Meetings
Side Letters
Information Rights
Follow-on Investments
Wind-up Procedures
Competition and Non-Solicitation
Relevant Industries

Financial Services

Private Equity

Investment Management

Asset Management

Banking

Professional Services

Real Estate

Infrastructure

Venture Capital

Corporate Finance

Relevant Teams

Legal

Compliance

Investment Management

Fund Administration

Risk Management

Finance

Tax

Investor Relations

Operations

Corporate Governance

Relevant Roles

Fund Manager

Investment Director

Managing Partner

Legal Counsel

Compliance Officer

Chief Financial Officer

Investment Committee Member

Risk Manager

Portfolio Manager

Investor Relations Manager

Fund Administrator

General Counsel

Tax Director

Managing Director

Partnership Secretary

Industries
German Commercial Code (Handelsgesetzbuch - HGB): Primary legislation governing partnerships in Germany, particularly §§ 161-177a regarding limited partnerships (Kommanditgesellschaft - KG). Contains provisions on partnership formation, management rights, liability, and profit sharing.
German Civil Code (Bürgerliches Gesetzbuch - BGB): Contains fundamental contract law principles, including formation, interpretation, good faith requirements, and general obligations of contracting parties.
German Capital Investment Code (Kapitalanlagegesetzbuch - KAGB): Regulates alternative investment funds and their managers, implementing EU AIFM Directive. Relevant for PE fund structure, management, and investor protection.
German Investment Tax Act (Investmentsteuergesetz): Governs taxation of investment funds and their investors, crucial for structuring PE funds and determining tax treatment of distributions.
German Money Laundering Act (Geldwäschegesetz - GwG): Contains requirements for customer due diligence and beneficial ownership identification, relevant for LP acceptance and compliance.
German Banking Act (Kreditwesengesetz - KWG): May be relevant if the PE fund's activities fall within scope of regulated financial services.
EU Alternative Investment Fund Managers Directive (AIFMD): European framework implemented in German law through KAGB, setting requirements for PE fund managers.
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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