Investment Partnership Agreement Template for Austria

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Key Requirements PROMPT example:

Investment Partnership Agreement

"I need an Investment Partnership Agreement under Austrian law for a renewable energy investment fund with one general partner and up to 15 limited partners, including specific ESG investment criteria and a minimum investment requirement of €500,000 per limited partner, with the partnership commencing on March 1, 2025."

Document background
The Investment Partnership Agreement is essential for establishing investment vehicles under Austrian law, particularly in private equity, venture capital, and other alternative investment sectors. This document is used when investors seek to pool capital for collective investment while maintaining a clear distinction between managing partners (who bear unlimited liability) and limited partners (whose liability is capped at their investment). The agreement must comply with Austrian partnership law (UGB), financial market regulations, and EU directives on alternative investments. It typically includes detailed provisions on capital calls, investment strategies, profit distribution, governance structures, and exit mechanisms. The document is crucial for both domestic Austrian investments and cross-border investment activities where Austrian law is chosen as the governing law.
Suggested Sections

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

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

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

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

5. Purpose and Scope: Detailed description of partnership's investment objectives and permitted activities

6. Capital Contributions: Terms and conditions of initial and subsequent capital contributions

7. Partnership Interests: Description of partnership interests, classes, and rights attached

8. Management and Control: Management structure, decision-making processes, and voting rights

9. Investment Policy: Investment criteria, restrictions, and decision-making process

10. Distributions: Rules for profit distribution, loss allocation, and distribution waterfall

11. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal

12. Reports and Information Rights: Financial reporting obligations and partners' information rights

13. Term and Termination: Duration of partnership and termination provisions

14. Dissolution and Liquidation: Process for winding up the partnership and asset distribution

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

16. Confidentiality: Protection of partnership and partner confidential information

17. Notices: Communication procedures between partners and the partnership

18. Governing Law and Jurisdiction: Confirmation of Austrian law application and dispute resolution

19. General Provisions: Miscellaneous legal provisions including amendments and severability

Optional Sections

1. Key Person Provisions: Required when specific individuals are crucial to the partnership's success

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

3. Tag-Along and Drag-Along Rights: Include when partners want specific exit rights provisions

4. Advisory Committee: Needed when the partnership structure includes an advisory board

5. ESG Provisions: Include when environmental, social, and governance criteria are part of investment strategy

6. International Investment Provisions: Required for partnerships planning cross-border investments

7. Digital Asset Provisions: Include when partnership involves cryptocurrency or digital asset investments

8. Regulatory Compliance: Additional section for regulated investment activities

9. Alternative Dispute Resolution: Optional mediation or arbitration procedures

Suggested Schedules

1. Schedule 1 - Initial Partners and Capital Commitments: List of all partners and their initial capital commitments

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 profit distribution

5. Schedule 5 - Valuation Policy: Methods and procedures for valuing partnership assets

6. Schedule 6 - Form of Deed of Adherence: Template for new partners joining the partnership

7. Schedule 7 - Anti-Money Laundering Requirements: AML procedures and requirements for partners

8. Schedule 8 - Reporting Templates: Standard formats for regular financial and investment reports

9. Appendix A - Power of Attorney: Standard form of power of attorney for partnership matters

10. Appendix B - Subscription Agreement: Template for partnership interest subscription

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

Private Equity

Venture Capital

Real Estate

Infrastructure

Technology

Life Sciences

Renewable Energy

Financial Services

Manufacturing

Digital Economy

Healthcare

Biotechnology

Clean Technology

Asset Management

Professional Services

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Finance

Tax

Operations

Investor Relations

Due Diligence

Portfolio Management

Administration

Corporate Governance

Fund Operations

Relevant Roles

Managing Partner

Investment Director

Chief Investment Officer

Fund Manager

Legal Counsel

Compliance Officer

Risk Manager

Portfolio Manager

Investment Analyst

Chief Financial Officer

Partnership Administrator

Due Diligence Officer

Investor Relations Manager

Investment Committee Member

Chief Operating Officer

Tax Director

Corporate Secretary

Industries
Austrian Civil Code (ABGB - Allgemeines bürgerliches Gesetzbuch): Provides the fundamental principles of contract law, including formation, interpretation, and general obligations between parties
Austrian Commercial Code (UGB - Unternehmensgesetzbuch): Regulates commercial partnerships, business relationships, and commercial transactions in Austria
Limited Liability Companies Act (GmbHG - GmbH-Gesetz): Relevant if the partnership involves a GmbH structure, which is common in investment partnerships
Capital Market Act (KMG - Kapitalmarktgesetz): Regulates capital market activities and provides framework for investment offerings and investor protection
Investment Fund Act (InvFG - Investmentfondsgesetz): Governs investment funds and their management, particularly relevant if the partnership involves fund structures
Alternative Investment Fund Managers Act (AIFMG): Regulates alternative investment funds and their managers, important for private equity and venture capital structures
Financial Market Anti-Money Laundering Act (FM-GwG): Provides regulations for preventing money laundering and terrorist financing in financial transactions
Austrian Tax Code (BAO - Bundesabgabenordnung): Covers tax implications of partnership structures and investment income
Financial Market Authority Act (FMABG): Establishes supervision framework for financial market activities and investments
Austrian Data Protection Act (DSG): Ensures compliance with data protection requirements in business relationships and customer data handling
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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