Limited Partnership Agreement Template for Belgium

The Limited Partnership Agreement is essential for establishing a limited partnership (SComm/SCS) under Belgian law. This structure is particularly useful when combining active management partners with passive investors, offering liability protection for limited partners while maintaining operational control with general partners. The document is commonly used in investment ventures, family businesses, and professional services firms where some partners take an active management role while others primarily provide capital. It must comply with the Belgian Code of Companies and Associations and includes detailed provisions on partner rights, capital contributions, profit sharing, management structure, and transfer restrictions. The agreement serves as the foundational document for the partnership's entire lifecycle, from formation through to potential dissolution.

1. Parties: Identification of all partners, distinguishing between general partners (gérants/zaakvoerders) and limited partners (commanditaires), including their full details and legal capacity

2. Background: Context of the partnership formation, intended business activities, and goals of the collaboration

3. Definitions: Definitions of key terms used throughout the agreement, including specific Belgian legal terminology

4. Partnership Formation: Details of partnership establishment, legal form, name, registered office, and duration

5. Purpose and Business Activities: Detailed description of partnership's business purpose and permitted activities

6. Capital Contributions: Specification of initial capital contributions from each partner, nature of contributions (cash, assets, or services), and valuation methods

7. Partnership Interests: Distribution of partnership interests, rights attached to different classes of interests

8. Management and Control: Management structure, powers and limitations of general partners, prohibited activities for limited partners

9. Partner Rights and Obligations: Detailed rights and obligations of both general and limited partners

10. Profit and Loss Allocation: Formula and methods for distributing profits and losses among partners

11. Transfer Restrictions: Restrictions on transfer of partnership interests and admission of new partners

12. Meetings and Decisions: Procedures for partner meetings, voting rights, and decision-making processes

13. Accounts and Records: Requirements for financial reporting, record-keeping, and partner access to information

14. Dissolution and Liquidation: Circumstances leading to dissolution, liquidation procedures, and asset distribution

15. Governing Law: Confirmation of Belgian law application and jurisdiction