Limited Partnership Deed Template for Denmark

The Limited Partnership Deed is a foundational document used when establishing a limited partnership (kommanditselskab) under Danish law. This structure is particularly popular for investment vehicles, real estate projects, and various business ventures where different levels of involvement and liability are desired. The deed must comply with Danish legislation, particularly the Act on Certain Commercial Undertakings, and includes detailed provisions on partnership structure, capital contributions, management rights, profit sharing, and partner obligations. It's essential for creating the legal framework that governs the relationship between general partners (who have unlimited liability and management rights) and limited partners (who have limited liability and typically act as passive investors). The document is crucial for businesses seeking to utilize Denmark's flexible limited partnership structure while ensuring clear governance and protection for all parties involved.

1. Parties: Identifies the general partner(s) and limited partner(s), including their full legal names, registration numbers, and addresses

2. Background: Sets out the context and purpose of establishing the limited partnership

3. Definitions and Interpretation: Defines key terms used throughout the deed and establishes interpretation rules

4. Formation and Name: Establishes the partnership's name, effective date, and confirmation of its establishment as a limited partnership

5. Business Purpose: Defines the scope and nature of the partnership's business activities

6. Partnership Capital: Details the initial capital contributions, commitment amounts, and capital structure

7. Partners' Contributions: Specifies the nature, timing, and value of each partner's contributions

8. Management and Control: Outlines management structure, decision-making processes, and voting rights

9. Powers and Duties of General Partner: Details the authority, responsibilities, and limitations of the general partner

10. Rights and Obligations of Limited Partners: Specifies the limited partners' rights and restrictions, including non-participation in management

11. Profit and Loss Allocation: Sets out how profits and losses will be distributed among partners

12. Distributions: Details the policy and procedure for making distributions to partners

13. Books and Records: Specifies requirements for maintaining partnership records and partners' access rights

14. Transfer of Interests: Establishes rules for transferring partnership interests and admission of new partners

15. Term and Termination: Specifies the partnership duration and circumstances for termination

16. Dissolution and Liquidation: Outlines procedures for winding up the partnership and distributing assets

17. Notices: Sets out procedures for formal communications between partners

18. Governing Law and Jurisdiction: Confirms Danish law as governing law and specifies jurisdiction for disputes