The Limited Partnership Operating Agreement is essential for establishing and operating limited partnerships in England and Wales. This document is particularly crucial for investment vehicles, private equity funds, and other business ventures where certain partners wish to limit their liability while others maintain management control. The agreement must comply with the Limited Partnerships Act 1907 and includes detailed provisions on capital contributions, profit distribution, management rights, transfer restrictions, and partnership termination. It serves as the primary governing document for the partnership's entire lifecycle.
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1. Parties: Identification of general and limited partners
2. Background: Purpose of partnership and context for agreement
3. Definitions: Key terms used throughout the agreement
4. Partnership Formation: Establishment details, name, purpose, and term
5. Capital Contributions: Initial and additional capital requirements
6. Management and Control: Rights and responsibilities of general partner
7. Profit and Loss Allocation: Distribution of profits and losses among partners
8. Transfer Restrictions: Rules regarding transfer of partnership interests
9. Dissolution and Termination: Process for winding up partnership
1. Investment Guidelines: Specific investment criteria and limits for investment-focused partnerships
2. PFLP Provisions: Specific provisions when partnership qualifies as Private Fund Limited Partnership
3. Regulatory Compliance: Additional compliance requirements for regulated partnerships
1. Partner Details Schedule: List of partners and their contributions
2. Partnership Certificate: Copy of partnership registration certificate
3. Investment Policy: Detailed investment guidelines and restrictions
4. Financial Procedures: Detailed accounting and reporting procedures
5. Power of Attorney: Standard form power of attorney for general partner
Relevant legal definitions
Agreement
Applicable Law
Business Day
Capital Account
Capital Contribution
Carried Interest
Commencement Date
Confidential Information
Default
Defaulting Partner
Distribution
FSMA
General Partner
Initial Capital Contribution
Investment
Investment Period
Limited Partner
Limited Partnership
Management Fee
Partner
Partnership
Partnership Assets
Partnership Interest
Partnership Year
PFLP
Profits and Losses
Regulatory Requirements
Reserved Matters
Subscription Agreement
Term
Transfer
Valuation
Winding Up
Applicable Law
Business Day
Capital Account
Capital Contribution
Carried Interest
Commencement Date
Confidential Information
Default
Defaulting Partner
Distribution
FSMA
General Partner
Initial Capital Contribution
Investment
Investment Period
Limited Partner
Limited Partnership
Management Fee
Partner
Partnership
Partnership Assets
Partnership Interest
Partnership Year
PFLP
Profits and Losses
Regulatory Requirements
Reserved Matters
Subscription Agreement
Term
Transfer
Valuation
Winding Up
Clauses
Formation and Name
Partnership Purpose
Term and Duration
Capital Contributions
Additional Capital
Capital Accounts
Profit and Loss Allocation
Distributions
Management Rights
Limited Partner Restrictions
Transfer Restrictions
Admission of New Partners
Removal of Partners
Default
Withdrawal
Confidentiality
Reports and Information Rights
Banking and Financial Matters
Investment Policy
Fees and Expenses
Tax Matters
FSMA Compliance
Anti-Money Laundering
Amendments
Power of Attorney
Notices
Governing Law
Dispute Resolution
Dissolution
Winding Up
Indemnification
Assignment
Entire Agreement
Severability
Third Party Rights
Partnership Purpose
Term and Duration
Capital Contributions
Additional Capital
Capital Accounts
Profit and Loss Allocation
Distributions
Management Rights
Limited Partner Restrictions
Transfer Restrictions
Admission of New Partners
Removal of Partners
Default
Withdrawal
Confidentiality
Reports and Information Rights
Banking and Financial Matters
Investment Policy
Fees and Expenses
Tax Matters
FSMA Compliance
Anti-Money Laundering
Amendments
Power of Attorney
Notices
Governing Law
Dispute Resolution
Dissolution
Winding Up
Indemnification
Assignment
Entire Agreement
Severability
Third Party Rights
Relevant Industries
Relevant Teams
Relevant Roles
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