Document background
The Amended And Restated Limited Partnership Agreement is utilized when partners need to substantially modify their existing partnership arrangement while maintaining the partnership's continuity under Dutch law. This document is typically required when significant changes occur in the partnership structure, such as admission of new partners, changes in capital commitments, or updates to governance provisions. It consolidates all previous amendments and includes current market-standard provisions while ensuring compliance with Dutch partnership law requirements. The agreement is particularly common in investment fund structures, where it governs the relationship between fund managers (general partners) and investors (limited partners), addressing crucial aspects such as capital calls, investment restrictions, distribution waterfalls, and reporting obligations. As a Dutch law-governed document, it incorporates specific requirements of the Dutch Civil Code and Commercial Code, while potentially also addressing relevant EU regulations such as AIFMD where applicable.
