The Simple Limited Partnership Agreement is a fundamental document used when establishing a limited partnership structure in Hong Kong. It's particularly relevant for businesses seeking to create an investment vehicle or operating entity where certain partners (general partners) take on management responsibilities and unlimited liability, while others (limited partners) act as passive investors with liability limited to their capital contribution. The agreement must comply with Hong Kong's Limited Partnerships Ordinance (Cap. 37) and related regulations, making it suitable for various business ventures from private equity and real estate investments to professional services and trading operations. This document typically includes detailed provisions on capital contributions, profit sharing, management rights, transfer restrictions, and partnership dissolution, while maintaining the flexibility to accommodate specific business requirements.
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1. Parties: Identification of the General Partner(s) and Limited Partner(s), including their full legal names, addresses, and registration details if applicable
2. Background: Brief context of the partnership formation, its purpose, and the parties' intention to enter into a limited partnership
3. Definitions: Key terms used throughout the agreement, including Partnership, Partnership Interest, Capital Contribution, etc.
4. Partnership Formation: Declaration of partnership formation, name, principal place of business, and term of partnership
5. Business of Partnership: Detailed description of the partnership's intended business activities and scope
6. Capital Contributions: Initial and any agreed future capital contributions of all partners, including nature, value, and timing
7. Profits and Losses: Distribution of profits and allocation of losses among partners
8. Management and Control: Rights and responsibilities of General Partner(s) in managing the partnership
9. Limited Partner Rights and Restrictions: Scope and limitations of Limited Partner involvement, ensuring maintenance of limited liability status
10. Transfer of Partnership Interests: Rules and procedures for transferring partnership interests
11. Withdrawal and Dissolution: Procedures for partner withdrawal and partnership dissolution
12. Books and Records: Requirements for maintaining partnership records and partner access rights
13. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Additional Capital Contributions: Used when partners may be required to make additional capital contributions, including mechanisms and consequences
2. Key Person Provisions: Include when success depends on specific individuals, detailing their roles and succession
3. Investment Criteria: For investment partnerships, specifying permitted investments and restrictions
4. Advisory Committee: When the partnership requires an advisory committee, detailing its composition and functions
5. Co-Investment Rights: When partners may have rights to co-invest in opportunities
6. Competing Activities: Restrictions on partners engaging in competing businesses
7. ESG Provisions: Environmental, Social and Governance requirements, if relevant to the partnership's activities
1. Schedule 1 - Partner Details: Detailed information about all partners, including contact details and initial capital contributions
2. Schedule 2 - Business Plan: Initial business plan or investment strategy of the partnership
3. Schedule 3 - Calculation of Profits: Detailed methodology for calculating and distributing profits
4. Schedule 4 - Management Fee: If applicable, details of management fee calculation and payment
5. Appendix A - Form of Transfer Notice: Standard form for notifying transfer of partnership interests
6. Appendix B - Subscription Agreement: Standard form for admitting new limited partners
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