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
Relevant legal definitions
Accounting Period
Acquisition Costs
Additional Capital Contribution
Adjusted Capital Account
Administrative Services Agreement
Affiliate
AMIT
Annual Budget
Applicable Law
Approved Property
Approved Valuer
ASIC
Asset Management Agreement
Asset Manager
Associate
ATO
Auditor
Authority
Available Cash Flow
Beneficial Interest
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Class
Closing Date
Commitment Period
Completion
Compliance Plan
Confidential Information
Control
Corporations Act
Custodian
Default Notice
Defaulting Partner
Development Project
Distributable Income
Distribution Date
Due Diligence
Effective Date
Encumbrance
Event of Default
Exit Strategy
Fair Market Value
FIRB
Fiscal Year
Force Majeure Event
General Partner
GST
Hurdle Rate
Independent Valuation
Initial Closing Date
Initial Limited Partners
Investment Committee
Investment Criteria
Investment Manager
Investment Period
Investment Strategy
Key Person
Limited Partner
Limited Partnership
Management Agreement
Management Fee
Net Asset Value
Net Income
Net Loss
Partnership
Partnership Agreement
Partnership Interest
Partnership Property
Performance Fee
Permitted Transfer
Portfolio
Preferred Return
Principal Place of Business
Property Manager
Purchase Price
Qualifying Investment
Redemption Notice
Redemption Price
Register of Limited Partners
Related Body Corporate
Related Party
Related Party Transaction
Relevant Interest
Removal Notice
Sale Period
Special Resolution
Subscription Agreement
Subsequent Closing
Term
Third Party
Transfer
Unit
Unitholder
Valuation Date
Valuation Policy
Withdrawal Notice
Withdrawal Price
Acquisition Costs
Additional Capital Contribution
Adjusted Capital Account
Administrative Services Agreement
Affiliate
AMIT
Annual Budget
Applicable Law
Approved Property
Approved Valuer
ASIC
Asset Management Agreement
Asset Manager
Associate
ATO
Auditor
Authority
Available Cash Flow
Beneficial Interest
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Class
Closing Date
Commitment Period
Completion
Compliance Plan
Confidential Information
Control
Corporations Act
Custodian
Default Notice
Defaulting Partner
Development Project
Distributable Income
Distribution Date
Due Diligence
Effective Date
Encumbrance
Event of Default
Exit Strategy
Fair Market Value
FIRB
Fiscal Year
Force Majeure Event
General Partner
GST
Hurdle Rate
Independent Valuation
Initial Closing Date
Initial Limited Partners
Investment Committee
Investment Criteria
Investment Manager
Investment Period
Investment Strategy
Key Person
Limited Partner
Limited Partnership
Management Agreement
Management Fee
Net Asset Value
Net Income
Net Loss
Partnership
Partnership Agreement
Partnership Interest
Partnership Property
Performance Fee
Permitted Transfer
Portfolio
Preferred Return
Principal Place of Business
Property Manager
Purchase Price
Qualifying Investment
Redemption Notice
Redemption Price
Register of Limited Partners
Related Body Corporate
Related Party
Related Party Transaction
Relevant Interest
Removal Notice
Sale Period
Special Resolution
Subscription Agreement
Subsequent Closing
Term
Third Party
Transfer
Unit
Unitholder
Valuation Date
Valuation Policy
Withdrawal Notice
Withdrawal Price
Clauses
Formation
Partnership Structure
Capital Contributions
Partnership Interests
Investment Strategy
Management Rights
Voting Rights
Transfer Restrictions
Capital Calls
Distribution Rights
Profit and Loss Allocation
Fee Structure
Investment Committee
Reporting Requirements
Valuation
Asset Management
Property Management
Related Party Transactions
Conflict of Interest
Representations and Warranties
Default
Removal Rights
Key Person
Confidentiality
Non-Competition
Force Majeure
Withdrawal Rights
Transfer Rights
Tag-Along Rights
Drag-Along Rights
First Right of Refusal
Put and Call Options
Limited Recourse
Indemnification
Liability Limitations
Amendment
Termination
Dissolution
Governing Law
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Foreign Investment
Tax Matters
AMIT Provisions
Environmental Compliance
Insurance
Anti-Money Laundering
Power of Attorney
Partnership Structure
Capital Contributions
Partnership Interests
Investment Strategy
Management Rights
Voting Rights
Transfer Restrictions
Capital Calls
Distribution Rights
Profit and Loss Allocation
Fee Structure
Investment Committee
Reporting Requirements
Valuation
Asset Management
Property Management
Related Party Transactions
Conflict of Interest
Representations and Warranties
Default
Removal Rights
Key Person
Confidentiality
Non-Competition
Force Majeure
Withdrawal Rights
Transfer Rights
Tag-Along Rights
Drag-Along Rights
First Right of Refusal
Put and Call Options
Limited Recourse
Indemnification
Liability Limitations
Amendment
Termination
Dissolution
Governing Law
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Foreign Investment
Tax Matters
AMIT Provisions
Environmental Compliance
Insurance
Anti-Money Laundering
Power of Attorney
Relevant Industries
Real Estate
Property Development
Commercial Property
Residential Property
Industrial Property
Property Investment
Financial Services
Investment Management
Asset Management
Property Management
Relevant Teams
Legal
Investment
Real Estate
Finance
Compliance
Risk Management
Asset Management
Property Management
Fund Management
Business Development
Corporate Development
Relevant Roles
Chief Investment Officer
Real Estate Fund Manager
Property Portfolio Manager
Investment Director
Legal Counsel
Chief Financial Officer
Asset Manager
Development Manager
Investment Analyst
Partnership Manager
Compliance Officer
Risk Manager
Managing Director
Property Director
Finance Director
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