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Venture Capital Partnership Agreement

Venture Capital Partnership Agreement Template for New Zealand

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Key Requirements PROMPT example:

Venture Capital Partnership Agreement

"I need a Venture Capital Partnership Agreement for a NZ$50 million technology-focused fund launching in March 2025, with one general partner and up to 15 limited partners, including specific provisions for ESG compliance and co-investment rights for key limited partners."

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Document background
The Venture Capital Partnership Agreement is a foundational document used when establishing a venture capital fund in New Zealand. It is required when multiple investors (limited partners) pool their capital under the management of a professional investment team (general partner) to invest in high-growth potential companies. The agreement must comply with New Zealand's legal framework, particularly the Partnership Law Act 2019 and Financial Markets Conduct Act 2013. This document typically includes detailed provisions on capital commitments, investment strategies, profit sharing, management fees, governance structures, and reporting requirements. It is essential for protecting all parties' interests and ensuring smooth fund operations, while addressing specific requirements of the New Zealand venture capital ecosystem and regulatory environment.
Suggested Sections

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

2. Background: Context of the partnership formation, intended purpose, and key objectives

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Partnership Structure: Legal structure, partnership type, and term of the partnership

5. Capital Contributions: Initial and subsequent capital commitments, contribution procedures, and deadlines

6. Partnership Interests: Allocation of partnership interests, units, or shares among partners

7. Management and Control: Powers and duties of general partner, management structure, and decision-making processes

8. Investment Strategy: Investment objectives, criteria, restrictions, and target sectors

9. Distributions: Distribution waterfall, profit-sharing arrangements, and timing of distributions

10. Fees and Expenses: Management fees, carried interest, partnership expenses, and cost allocation

11. Transfer Restrictions: Limitations on transfer of partnership interests and required approvals

12. Reporting and Accounting: Financial reporting obligations, accounting methods, and audit requirements

13. Partner Meetings: Meeting procedures, voting rights, and quorum requirements

14. Termination and Dissolution: Events triggering termination, dissolution process, and final distribution procedures

15. Confidentiality: Protection of partnership and portfolio company information

16. Governing Law and Dispute Resolution: Applicable law and mechanisms for resolving disputes

Optional Sections

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

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

3. Environmental, Social and Governance (ESG): When the partnership has specific ESG commitments or requirements

4. Portfolio Company Board Rights: When partners have specific rights regarding board representation in portfolio companies

5. Follow-on Investment Provisions: For partnerships allowing or requiring follow-on investments in portfolio companies

6. Strategic Partner Rights: When certain partners have special rights or obligations due to strategic value

7. Alternative Investment Vehicles: When the partnership may use alternative structures for certain investments

8. Defaulting Partner Provisions: Detailed procedures for handling partner defaults, if more extensive than standard provisions

9. FATCA Compliance: When partnership has US investors or investments requiring FATCA compliance

10. Recycling Provisions: When the partnership allows reinvestment of proceeds

Suggested Schedules

1. Schedule 1: Partner Details: Complete information about all partners, including contact details and commitment amounts

2. Schedule 2: Investment Guidelines: Detailed investment criteria, restrictions, and procedures

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

4. Schedule 4: Distribution Waterfall: Detailed mechanics of the distribution waterfall

5. Schedule 5: Valuation Policy: Methodology for valuing partnership investments

6. Schedule 6: Form of Subscription Agreement: Standard form for admitting new limited partners

7. Schedule 7: Capital Call Notice: Template for capital call notices

8. Schedule 8: Transfer Notice: Template for transfer of partnership interests

9. Appendix A: Anti-Money Laundering Requirements: AML compliance requirements and procedures

10. Appendix B: Tax Considerations: Tax-related provisions and considerations for partners

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounting Period
Additional Capital Contribution
Affiliate
Alternative Investment Vehicle
AML/CFT Laws
Associate
Auditor
Business Day
Capital Account
Capital Call
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Clawback
Closing Date
Co-Investment
Commitment Period
Confidential Information
Control
Default Notice
Defaulting Partner
Distribution
Due Diligence
EBITDA
Effective Date
Eligible Investment
ESG Requirements
Event of Default
Exit
FATCA
Final Closing Date
Financial Year
Follow-on Investment
Fund Documents
General Partner
General Partner Removal Event
Holding Period
Hurdle Rate
Independent Valuer
Initial Closing Date
Investment Committee
Investment Guidelines
Investment Manager
Investment Period
Investment Strategy
Key Person
Key Person Event
Limited Partner
Limited Partner Advisory Committee
Management Fee
Material Adverse Change
Non-Defaulting Partner
Partnership
Partnership Assets
Partnership Interest
Partnership Purpose
Portfolio Company
Preferred Return
Principal Documents
Proceeds
Qualifying Investment
Regulatory Requirements
Related Party Transaction
Remaining Partners
Security Interest
Subscription Agreement
Subsequent Closing
Term
Transfer
Valuation Policy
Venture Capital Investment
Winding Up
Clauses
Partnership Formation
Capital Commitments
Capital Calls
Investment Powers
Investment Restrictions
Management Rights
Voting Rights
Transfer Restrictions
Confidentiality
Non-Competition
Non-Solicitation
Distribution Rights
Carried Interest
Management Fees
Key Person Provisions
Default Provisions
Removal Rights
Co-Investment Rights
Follow-on Investment Rights
Tag-Along Rights
Drag-Along Rights
Reporting Obligations
Valuation
Amendments
Assignment
Termination
Dissolution
Winding Up
Dispute Resolution
Governing Law
Indemnification
Liability Limitations
Force Majeure
Notices
Anti-Money Laundering
Tax Matters
FATCA Compliance
ESG Compliance
Related Party Transactions
Partnership Meetings
Advisory Committee
Investment Committee
Conflicts of Interest
Exit Provisions
Representations and Warranties
Regulatory Compliance
Most Favored Nations
Entire Agreement
Relevant Industries

Technology

Healthcare

Financial Services

Clean Technology

Biotechnology

Software

E-commerce

Agriculture Technology

Digital Media

Manufacturing

Renewable Energy

Consumer Products

Professional Services

Education Technology

Food and Beverage

Relevant Teams

Legal

Investment

Compliance

Finance

Risk Management

Operations

Investor Relations

Fund Administration

Portfolio Management

Corporate Governance

Relevant Roles

Investment Director

Fund Manager

General Counsel

Chief Financial Officer

Compliance Officer

Investment Committee Member

Portfolio Manager

Managing Partner

Legal Counsel

Risk Manager

Investment Analyst

Fund Administrator

Chief Investment Officer

Partnership Secretary

Investor Relations Manager

Industries
Partnership Law Act 2019: Primary legislation governing the formation, operation, and dissolution of partnerships in New Zealand. Defines partners' rights, obligations, and liabilities.
Financial Markets Conduct Act 2013: Regulates financial products and services, including investment schemes. Relevant for venture capital operations, disclosure requirements, and investor protection.
Income Tax Act 2007: Governs taxation of partnerships and investment vehicles, including provisions for venture capital investments and partnership income distribution.
Contract and Commercial Law Act 2017: Provides the legal framework for contract formation, enforcement, and remedies in commercial relationships.
Anti-Money Laundering and Countering Financing of Terrorism Act 2009: Establishes requirements for due diligence, reporting, and compliance in financial transactions and investments.
Limited Partnerships Act 2008: Specific legislation for limited partnerships, often used in venture capital structures, defining the rights and obligations of general and limited partners.
Fair Trading Act 1986: Ensures fair trading practices and prohibits misleading conduct in business relationships, including investment arrangements.
Overseas Investment Act 2005: Relevant when the venture capital partnership involves foreign investors or overseas investments.
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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