Limited Partnership Agreement Venture Capital Template for Malaysia

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Key Requirements PROMPT example:

Limited Partnership Agreement Venture Capital

"I need a Limited Partnership Agreement Venture Capital for a technology-focused fund to be established in Malaysia by March 2025, with specific provisions for Southeast Asian cross-border investments and co-investment rights for limited partners."

Document background
The Limited Partnership Agreement Venture Capital is a foundational document used when establishing a venture capital fund in Malaysia. It becomes necessary when investors and fund managers wish to create a structured investment vehicle that combines the limited liability protection for investors with the operational flexibility needed for venture capital investments. The agreement must comply with Malaysian regulatory requirements, including the Limited Liability Partnerships Act 2012 and Securities Commission guidelines. It typically includes detailed provisions for capital commitments, investment strategies, profit distribution waterfalls, management fees, and governance structures. The document may also incorporate Shariah-compliant elements to accommodate Malaysia's dual financial system. This agreement is particularly relevant in Malaysia's growing venture capital ecosystem, which focuses on technology, halal industry, and Islamic finance sectors.
Suggested Sections

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

2. Background: Context of the partnership formation and venture capital fund objectives

3. Definitions: Definitions of key terms used throughout the agreement

4. Partnership Formation: Establishment of the partnership, name, registered office, and term

5. Purpose and Investment Strategy: Fund's investment objectives, target sectors, and investment criteria

6. Capital Contributions: Terms of initial and subsequent capital contributions, commitment periods

7. Management and Control: Powers and duties of general partner, investment committee structure

8. Partnership Interests: Classes of partnership interests, rights, and obligations

9. Profit and Loss Allocation: Distribution waterfall, carried interest, and loss sharing provisions

10. Transfer Restrictions: Limitations on transfer of partnership interests

11. Advisory Committee: Formation and role of limited partner advisory committee

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

13. Reports and Valuations: Financial reporting obligations and valuation methodologies

14. Withdrawals and Removals: Partner withdrawal rights and removal provisions

15. Term and Dissolution: Partnership duration, extension options, and dissolution procedures

16. General Provisions: Confidentiality, notices, amendments, governing law

Optional Sections

1. Shariah Compliance: Required for Islamic-compliant funds, specifying Shariah supervisory arrangements and compliance requirements

2. Key Person Provisions: Include when specific individuals are crucial to the fund's operation

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

4. ESG Provisions: Environmental, Social and Governance requirements if relevant to fund strategy

5. Strategic Partnerships: When fund has strategic relationships with other entities

6. Foreign Investment Provisions: Required for funds with cross-border investment strategy

7. Leverage Provisions: If fund strategy includes use of leverage

8. Special Economic Zone Provisions: For funds operating within Malaysian special economic zones

Suggested Schedules

1. Schedule 1 - Partner Details: List of all partners, their commitments, and contact details

2. Schedule 2 - Investment Policy: Detailed investment guidelines, restrictions, and concentration limits

3. Schedule 3 - Management Fee Structure: Detailed calculation and payment terms for management fees

4. Schedule 4 - Distribution Waterfall: Detailed mechanics of profit distribution and carried interest calculations

5. Schedule 5 - Valuation Policy: Detailed methodology for portfolio valuation

6. Schedule 6 - Form of Subscription Agreement: Template for admitting new limited partners

7. Schedule 7 - Advisory Committee Rules: Procedures for advisory committee operations

8. Schedule 8 - Reporting Requirements: Templates and specifications for regular reporting

9. Appendix A - Power of Attorney: Limited partners' grant of authority to general partner

10. Appendix B - Compliance Guidelines: Regulatory compliance procedures and requirements

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

Renewable Energy

Islamic Finance

Biotechnology

Digital Infrastructure

Manufacturing

Agriculture Technology

Education Technology

Financial Technology

Green Technology

Halal Industry

Digital Economy

Relevant Teams

Legal

Investment

Compliance

Risk Management

Finance

Operations

Corporate Secretarial

Investment Committee

Advisory Board

Portfolio Management

Shariah Advisory

Due Diligence

Relevant Roles

Fund Manager

Investment Director

Legal Counsel

Chief Investment Officer

Compliance Officer

Risk Manager

Managing Partner

Investment Committee Member

Chief Financial Officer

Partnership Secretary

Venture Capital Analyst

Investment Associate

Portfolio Manager

Shariah Advisor

Corporate Lawyer

Investment Operations 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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