The Real Estate Limited Partnership Agreement is essential for establishing structured real estate investment vehicles in Australia. It's typically used when multiple investors (limited partners) wish to pool capital for real estate investments under the management of a professional investment manager (general partner). The document must comply with Australian partnership laws, corporations law, and state-specific property regulations. It includes detailed provisions for capital contributions, investment criteria, profit distribution, management responsibilities, and exit mechanisms. This agreement type is particularly relevant for institutional real estate investments, development projects, and large-scale property portfolios. It provides limited liability protection for passive investors while maintaining tax transparency, making it an attractive structure for Australian real estate investments.
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1. Parties: Identifies and defines all partners, including the general partner and limited partners
2. Background: Sets out the context and purpose of the partnership, including the intent to invest in real estate
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Formation of Partnership: Establishes the limited partnership and its commencement date
5. Partnership Name and Purpose: States the official name and specific investment objectives of the partnership
6. Capital Contributions: Details initial and subsequent capital contributions requirements for all partners
7. Partnership Interests: Defines ownership percentages and partnership units if applicable
8. Profit and Loss Allocation: Specifies how profits and losses will be distributed among partners
9. Management and Control: Outlines the general partner's authority and management responsibilities
10. Rights and Obligations of Partners: Details the rights, obligations, and limitations of both general and limited partners
11. Partnership Property: Addresses ownership, management, and disposal of partnership real estate assets
12. Books, Records and Accounting: Specifies record-keeping requirements and accounting practices
13. Transfers of Partnership Interests: Sets out rules for transferring partnership interests
14. Withdrawal and Removal: Procedures for partner withdrawal and removal of the general partner
15. Dissolution and Termination: Circumstances and procedures for partnership dissolution
16. General Provisions: Standard boilerplate provisions including notices, amendments, governing law
1. Investment Committee: Include when the partnership structure requires an investment committee to approve major decisions
2. Foreign Investment Provisions: Required when foreign partners are involved, addressing FIRB requirements
3. Development Activities: Include when the partnership may engage in property development activities
4. Debt Financing: Include when the partnership intends to use leverage or external financing
5. Key Person Provisions: Include when success depends on specific individuals remaining involved
6. AMIT Provisions: Include if structured as an Attribution Managed Investment Trust
7. Environmental Matters: Include for properties with potential environmental concerns
8. Conflict Resolution: Detailed dispute resolution procedures beyond standard provisions
1. Schedule 1 - Partner Details: Lists all partners with their capital commitments and partnership interests
2. Schedule 2 - Initial Properties: Details of any properties already identified for investment
3. Schedule 3 - Investment Parameters: Specific investment criteria and restrictions
4. Schedule 4 - Management Fee Structure: Detailed breakdown of management and performance fees
5. Schedule 5 - Distribution Waterfall: Detailed provisions for profit distribution priorities
6. Schedule 6 - Valuation Methodology: Agreed methods for valuing partnership assets
7. Appendix A - Subscription Agreement: Form for admitting new limited partners
8. Appendix B - Transfer Notice: Form for transferring partnership interests
9. Appendix C - Deed of Adherence: Form for new partners to accede to the agreement
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