Limited Partnership Operating Agreement Template for England and Wales

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Key Requirements PROMPT example:

Limited Partnership Operating Agreement

"I need a Limited Partnership Operating Agreement for a real estate investment partnership with one general partner and three limited partners, where the general partner will contribute 10% of capital and have full management rights, launching in January 2025."

Document background
The Limited Partnership Operating Agreement is essential for establishing and operating limited partnerships in England and Wales. This document is particularly crucial for investment vehicles, private equity funds, and other business ventures where certain partners wish to limit their liability while others maintain management control. The agreement must comply with the Limited Partnerships Act 1907 and includes detailed provisions on capital contributions, profit distribution, management rights, transfer restrictions, and partnership termination. It serves as the primary governing document for the partnership's entire lifecycle.
Suggested Sections

1. Parties: Identification of general and limited partners

2. Background: Purpose of partnership and context for agreement

3. Definitions: Key terms used throughout the agreement

4. Partnership Formation: Establishment details, name, purpose, and term

5. Capital Contributions: Initial and additional capital requirements

6. Management and Control: Rights and responsibilities of general partner

7. Profit and Loss Allocation: Distribution of profits and losses among partners

8. Transfer Restrictions: Rules regarding transfer of partnership interests

9. Dissolution and Termination: Process for winding up partnership

Optional Sections

1. Investment Guidelines: Specific investment criteria and limits for investment-focused partnerships

2. PFLP Provisions: Specific provisions when partnership qualifies as Private Fund Limited Partnership

3. Regulatory Compliance: Additional compliance requirements for regulated partnerships

Suggested Schedules

1. Partner Details Schedule: List of partners and their contributions

2. Partnership Certificate: Copy of partnership registration certificate

3. Investment Policy: Detailed investment guidelines and restrictions

4. Financial Procedures: Detailed accounting and reporting procedures

5. Power of Attorney: Standard form power of attorney for general partner

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
Relevant Teams
Relevant Roles
Industries

Limited Partnerships Act 1907: Primary legislation governing limited partnerships in England and Wales that defines the fundamental structure, registration requirements, and roles of general and limited partners

Partnership Act 1890: Provides the basic partnership principles that apply where not specifically modified by the Limited Partnerships Act

Companies Act 2006: Governs registration and filing requirements, along with applicable disclosure requirements for partnerships

Financial Services and Markets Act 2000: Applicable when the partnership engages in regulated activities and financial services

Limited Liability Partnerships Act 2000: Provides comparative reference framework and potential conversion provisions for partnerships

Legislative Reform (Private Fund Limited Partnerships) Order 2017: Specific regulations applicable if the partnership qualifies as a Private Fund Limited Partnership (PFLP)

Money Laundering Regulations 2017: Sets out compliance requirements for partnerships regarding anti-money laundering measures

Income Tax Act 2007: Contains tax provisions relevant to partnership income and distributions

Corporation Tax Act 2010: Contains tax provisions relevant to partnership business operations and corporate partners

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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