Limited Partnership Term Sheet for Canada

Limited Partnership Term Sheet Template for Canada

A Limited Partnership Term Sheet is a preliminary document that outlines the key commercial, economic, and governance terms for a proposed limited partnership structure in Canada. It serves as the foundation for negotiating and drafting the final limited partnership agreement and other related documents. The document addresses crucial elements including partnership structure, capital commitments, management fees, distribution waterfall, and governance rights, while considering Canadian federal and provincial regulatory requirements, particularly those related to securities laws and partnership regulations.

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What is a Limited Partnership Term Sheet?

The Limited Partnership Term Sheet is a crucial preliminary document used in the formation of investment vehicles and business partnerships in Canada. It is typically employed when establishing private equity funds, venture capital funds, real estate investment partnerships, or other investment structures where a limited partnership model is preferred. The document sets out the fundamental terms and conditions that will govern the partnership, including investment strategy, economic terms, governance structure, and key operational parameters. While not legally binding (except for certain provisions like confidentiality), it serves as the foundation for negotiating and drafting the final limited partnership agreement and related documentation. The term sheet must comply with Canadian provincial limited partnership legislation, as limited partnerships are governed at the provincial level, while also considering federal and provincial securities laws, particularly for investment fund structures.

What sections should be included in a Limited Partnership Term Sheet?

1. Parties: Identification of the proposed General Partner and the class(es) of Limited Partners

2. Background: Brief context of the proposed partnership and its purpose

3. Definitions: Key terms used throughout the term sheet

4. Partnership Structure: Legal form, jurisdiction, and term of the partnership

5. Investment Strategy: Overview of the partnership's intended investment focus and objectives

6. Partnership Size: Target size, minimum and maximum commitment amounts

7. Capital Commitments: Minimum LP commitment, GP commitment, commitment period

8. Management Fee: Fee structure, calculation basis, and payment terms

9. Distribution Waterfall: Priority and methodology of distributions to partners

10. Carried Interest: Profit sharing arrangement with the General Partner

11. Key Person Provisions: Identity of key persons and implications of their departure

12. Transfer Restrictions: Limitations on transfer of partnership interests

13. Governance: Basic management structure and LP voting rights

14. Expenses: Allocation of partnership expenses and operational costs

15. Confidentiality: Basic confidentiality obligations of the parties

What sections are optional to include in a Limited Partnership Term Sheet?

1. Co-Investment Rights: Terms for LP co-investment opportunities, used when co-investment alongside the partnership is contemplated

2. LPAC: Limited Partner Advisory Committee structure and rights, used for larger or more institutional funds

3. ESG Provisions: Environmental, Social and Governance considerations, used when ESG is a significant focus

4. Parallel Funds: Structure and terms of parallel vehicles, used when multiple fund vehicles are contemplated

5. Strategic Partners: Special rights or obligations of strategic partners, used when strategic LPs receive special terms

6. Seed Assets: Terms relating to existing assets to be acquired, used when the partnership will acquire existing assets

7. Follow-on Investment Rights: Terms for additional investment rounds, used in venture or growth equity contexts

8. Tax Structure: Specific tax considerations and structuring, used for cross-border or tax-sensitive investments

What schedules should be included in a Limited Partnership Term Sheet?

1. Distribution Waterfall Example: Numerical example illustrating the distribution mechanics

2. Fee Calculation Methodology: Detailed explanation of management fee calculations

3. Organizational Chart: Visual representation of the partnership structure

4. Investment Guidelines: Detailed investment criteria and restrictions

5. Capital Commitment Schedule: Expected drawdown and commitment schedule

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

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Private Equity

Venture Capital

Real Estate Investment

Infrastructure

Financial Services

Asset Management

Natural Resources

Healthcare Investment

Technology Investment

Renewable Energy

Agricultural Investment

Relevant Teams

Legal

Investment

Finance

Tax

Compliance

Risk Management

Fund Administration

Corporate Development

Deal Advisory

Operations

Relevant Roles

Chief Executive Officer

Chief Investment Officer

Managing Partner

Fund Manager

Investment Director

Legal Counsel

General Counsel

Chief Financial Officer

Tax Director

Compliance Officer

Investment Manager

Portfolio Manager

Private Equity Associate

Venture Capital Partner

Director of Fund Administration

Risk Manager

Investment Committee Member

Industries
Provincial Limited Partnership Act: Each province has its own Limited Partnership Act that governs the formation, registration, and operation of limited partnerships. This legislation outlines the rights and obligations of general and limited partners, registration requirements, and dissolution procedures.
Income Tax Act (Federal): Governs the taxation of limited partnerships in Canada, including the flow-through tax treatment of partnership income and losses to partners, and specific rules regarding the allocation of income and losses.
Provincial Securities Act: Regulates the offering and sale of limited partnership units, including disclosure requirements, registration requirements, and exemptions available for private placements.
National Instrument 45-106 Prospectus Exemptions: Provides the regulatory framework for exempt market distributions, which is often relevant for limited partnership offerings made on a private placement basis.
Investment Canada Act: May be relevant if the limited partnership involves foreign investment or foreign partners, as it governs foreign investment in Canadian businesses.
Competition Act: May be applicable if the limited partnership's activities or size triggers competition law considerations or if the partnership involves merger notification requirements.
Provincial Business Corporations Act: Relevant when the general partner is a corporation, governing corporate matters and requirements for the managing entity of the limited partnership.
Personal Property Security Act (Provincial): Important for secured transactions and the registration of security interests in partnership assets.
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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