The Limited Partnership Agreement Private Equity is a fundamental document used to establish and operate private equity funds in Germany. It creates a Kommanditgesellschaft (KG) structure, which is the preferred vehicle for German PE funds due to its liability protection for Limited Partners and tax transparency. The agreement is essential when setting up a new private equity fund, combining German legal requirements with international PE market standards. It addresses crucial aspects such as capital commitments, investment strategy, management fees, carried interest, and governance rights, while ensuring compliance with German Commercial Code (HGB), Investment Code (KAGB), and EU regulations. This document type is particularly important given Germany's increasing role in the European PE market and the need to accommodate both domestic and international investors within a German legal framework.
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1. Parties: Identification of the General Partner (Komplementär), Limited Partners (Kommanditisten), and Managing Limited Partner if applicable
2. Background: Context of the partnership formation, investment strategy, and fund objectives
3. Definitions: Detailed definitions of terms used throughout the agreement, including financial and technical terms specific to PE investments
4. Formation and Name: Establishment of the partnership, registered office, partnership name, and purpose
5. Term and Termination: Duration of the partnership, extension provisions, and termination events
6. Capital Contributions: Structure of capital commitments, drawdown procedures, and default provisions
7. Management and Governance: Powers and duties of the General Partner, investment committee structure, key person provisions
8. Investment Criteria and Restrictions: Investment policy, permitted investments, investment restrictions, and diversification requirements
9. Fees and Expenses: Management fees, partnership expenses, allocation of costs
10. Distributions and Allocations: Distribution waterfall, carried interest provisions, tax allocations
11. Transfer Restrictions: Limitations on transfer of partnership interests, admission of new partners
12. Reporting and Information Rights: Financial reporting obligations, information rights of Limited Partners
13. Dissolution and Liquidation: Process for winding up the partnership and distributing assets
14. General Provisions: Governing law, jurisdiction, notices, amendments, confidentiality
1. Co-Investment Rights: Include when offering co-investment opportunities to Limited Partners
2. ESG Provisions: Include when implementing specific environmental, social, and governance criteria
3. FATCA Compliance: Include when US investors are expected or involved
4. Parallel Fund Provisions: Include when establishing parallel fund structures for different investor categories
5. Strategic Investor Rights: Include when granting special rights to strategic or anchor investors
6. Alternative Investment Structures: Include when offering alternative investment vehicles for specific investments
7. Carried Interest Recovery: Include detailed clawback provisions if required by major investors
1. Schedule 1: Subscription Agreement: Form of subscription agreement for Limited Partners
2. Schedule 2: Investment Policy: Detailed investment guidelines and restrictions
3. Schedule 3: Management Fee Calculations: Detailed provisions for calculation and payment of management fees
4. Schedule 4: Distribution Waterfall Examples: Numerical examples of distribution calculations
5. Schedule 5: Valuation Policy: Methodology for valuing investments
6. Schedule 6: FATCA/CRS Forms: Required tax and regulatory forms
7. Schedule 7: Capital Commitments: List of partners and their capital commitments
8. Schedule 8: Advisory Committee: Structure and procedures for the Limited Partner Advisory Committee
9. Appendix A: Power of Attorney: Form of power of attorney for General Partner
10. Appendix B: Anti-Money Laundering Requirements: AML documentation requirements and procedures
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