Limited Partnership Agreement Venture Capital Template for India

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Key Requirements PROMPT example:

Limited Partnership Agreement Venture Capital

"I need a Limited Partnership Agreement Venture Capital for an India-focused technology fund with a target size of INR 500 crore, launching in March 2025, that will exclusively invest in early-stage SaaS startups with standard 2/20 fee structure and 8% hurdle rate."

Document background
The Limited Partnership Agreement Venture Capital is a foundational document used when establishing a venture capital fund in India. It serves as the primary governing document that defines the relationship between investors (Limited Partners) and fund managers (General Partners), setting out the terms for capital deployment, fund management, and return distribution. This agreement must comply with Indian regulatory requirements, particularly SEBI's Alternative Investment Funds Regulations and the Indian Partnership Act. It is essential when raising and deploying venture capital in India, whether from domestic or international investors. The document includes crucial elements such as investment strategies, management fees, carried interest arrangements, investment restrictions, and regulatory compliance frameworks. It's particularly important given India's growing venture capital ecosystem and the need to balance international investment practices with local regulatory requirements.
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: Definitions of key terms used throughout the agreement

4. Formation and Name: Legal establishment of the partnership and its registered name

5. Principal Place of Business: Address and jurisdiction of the partnership

6. Term of Partnership: Duration, commencement date, and conditions for extension

7. Capital Contributions: Terms of initial and subsequent capital contributions, commitment amounts

8. Capital Accounts: Maintenance and adjustments of partners' capital accounts

9. Distributions: Distribution waterfall, timing, and processes

10. Management and Control: Powers and duties of the General Partner, management structure

11. Investment Objectives and Restrictions: Investment strategy, permitted investments, and investment restrictions

12. Fees and Expenses: Management fees, partnership expenses, and allocation of costs

13. Transfer of Partnership Interests: Restrictions and procedures for transferring partnership interests

14. Limited Partner Rights and Obligations: Rights, obligations, and limitations of Limited Partners

15. Reports and Valuations: Reporting requirements, valuation methods, and timeframes

16. Indemnification: Indemnification provisions for partners and related parties

17. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution

18. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

19. Confidentiality: Confidentiality obligations and permitted disclosures

20. Notices: Method and requirements for formal communications

21. General Provisions: Miscellaneous legal and administrative provisions

Optional Sections

1. Key Person Provisions: Used when specific individuals are crucial to the partnership's operation, defining their roles and consequences of their departure

2. FCPA Compliance: Required when the partnership involves US investors or cross-border transactions

3. Co-Investment Rights: Include when partners have rights to co-invest in portfolio companies

4. ESG Provisions: Environmental, Social and Governance provisions, increasingly common in modern VC agreements

5. Strategic Investment Provisions: Used when corporate strategic investors are involved with special rights

6. SEBI Specific Compliance: Additional compliance sections required for SEBI-registered funds

7. Foreign Investment Provisions: Required when foreign investors are involved, addressing FEMA compliance

8. Excuse and Exclusion: Provisions allowing LPs to be excused from certain investments due to regulatory or policy restrictions

Suggested Schedules

1. Schedule 1 - List of Partners: Details of all partners including contact information and commitment amounts

2. Schedule 2 - Investment Guidelines: Detailed investment criteria, sectors, stages, and geographical focus

3. Schedule 3 - Management Fee Calculations: Detailed calculation methodology for management fees

4. Schedule 4 - Distribution Waterfall: Detailed mechanics of profit sharing and distribution priorities

5. Schedule 5 - Valuation Policy: Methodology for valuing portfolio investments

6. Schedule 6 - Form of Capital Call Notice: Template for capital call notices to Limited Partners

7. Schedule 7 - SEBI Compliance Checklist: Regulatory compliance requirements and checkpoints

8. Schedule 8 - Subscription Agreement: Standard form of subscription agreement for Limited Partners

9. Appendix A - Power of Attorney: Standard form of power of attorney granted to General Partner

10. Appendix B - Tax Considerations: Summary of tax implications and structuring considerations

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

Technology

Financial Services

Healthcare

E-commerce

Software as a Service (SaaS)

Biotechnology

Clean Technology

Education Technology

Digital Media

Consumer Internet

Financial Technology

Healthcare Technology

Enterprise Software

Artificial Intelligence

Internet of Things

Mobile Applications

Renewable Energy

Relevant Teams

Legal

Compliance

Investment

Finance

Risk Management

Operations

Due Diligence

Portfolio Management

Corporate Governance

Fund Administration

Investor Relations

Relevant Roles

General Counsel

Investment Manager

Fund Manager

Legal Counsel

Compliance Officer

Chief Financial Officer

Managing Partner

Investment Director

Partnership Secretary

Risk Manager

Due Diligence Officer

Portfolio Manager

Investment Analyst

Fund Administrator

Chief Executive Officer

Chief Investment Officer

Corporate Secretary

Regulatory Affairs Manager

Industries
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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