Limited Partnership Operating Agreement Template for India

The Limited Partnership Operating Agreement is a foundational document used when establishing a limited partnership structure in India. This agreement is essential for businesses seeking to combine the expertise and management of general partners with the capital investment of limited partners, while operating under Indian jurisdiction. The document must comply with the Limited Liability Partnership Act, 2008, and related Indian legislation, making it suitable for ventures requiring substantial capital investment with clearly defined management responsibilities. It typically includes detailed provisions for capital contributions, profit sharing, management rights, transfer restrictions, and exit mechanisms, while providing limited liability protection for passive investors. This agreement is particularly crucial for structured investment vehicles, real estate projects, and other business ventures where different classes of partners have distinct roles and responsibilities.

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

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

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Formation and Name: Declaration of partnership formation, name, and registered office details

5. Business Purpose: Detailed description of the partnership's business activities and scope

6. Term and Conditions Precedent: Duration of the partnership and any conditions that must be met before the agreement becomes effective

7. Capital Contributions: Details of initial and subsequent capital contributions by all partners

8. Partnership Interests: Specification of ownership percentages and types of partnership interests

9. Management and Control: Management structure, powers of general partner(s), and decision-making processes

10. Rights and Obligations of Partners: Detailed rights and duties of both general and limited partners

11. Profit and Loss Allocation: Methods for calculating and distributing profits and losses

12. Distributions: Rules and procedures for making distributions to partners

13. Books, Records and Accounting: Requirements for maintaining financial records and accounting procedures

14. Transfer Restrictions: Rules governing the transfer of partnership interests

15. Withdrawal and Removal: Procedures for partner withdrawal or removal

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

17. Representations and Warranties: Partners' representations regarding their capacity and authority

18. Confidentiality: Obligations regarding confidential information

19. Notices: Procedures for giving formal notices under the agreement

20. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for disputes

21. General Provisions: Miscellaneous legal provisions including amendments, severability, and entire agreement