Limited Liability Limited Partnership Agreement Template for Indonesia

The Limited Liability Limited Partnership Agreement is a crucial document for businesses seeking to establish a hybrid business structure in Indonesia that combines partnership flexibility with corporate liability protection. This agreement type is particularly relevant for ventures requiring significant capital investment while maintaining operational control with specific partners. It must comply with Indonesian Commercial Code (KUHD), Investment Law (Law No. 25 of 2007), and related regulations. The document addresses essential aspects such as partner classifications, capital contributions, management rights, profit/loss sharing, transfer restrictions, and dissolution procedures. It's commonly used in joint ventures, investment projects, and business expansions where foreign investors seek to partner with local Indonesian entities while maintaining limited liability protection. The agreement must be executed before an Indonesian notary and requires various governmental approvals, including registration with the Ministry of Law and Human Rights.

1. Parties: Identifies and provides details of all partners, distinguishing between general partners (who have management rights and unlimited liability) and limited partners (who have limited liability and restricted management rights)

2. Background: Sets out the context and purpose of the partnership, including the intended business activities and objectives

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpreting the document

4. Formation and Name: Establishes the partnership's legal formation, business name, and registration details in accordance with Indonesian law

5. Business of the Partnership: Describes the authorized scope of business activities and any restrictions

6. Term and Conditions Precedent: Specifies the partnership duration and any conditions that must be met before the agreement becomes effective

7. Capital Contributions: Details the initial and any subsequent capital contributions required from each partner

8. Partnership Interests: Defines the ownership interests of each partner and their respective voting rights

9. Profit and Loss Allocation: Specifies how profits and losses will be distributed among partners

10. Management and Control: Outlines management structure, decision-making processes, and partners' voting rights

11. Rights and Obligations of Partners: Details the specific rights, duties, and restrictions applicable to general and limited partners

12. Meetings and Resolutions: Establishes procedures for partner meetings and decision-making processes

13. Books, Records and Accounting: Sets requirements for maintaining partnership records and financial accounts

14. Bank Accounts and Financial Matters: Specifies banking arrangements and financial management procedures

15. Transfer of Partnership Interests: Establishes rules and restrictions for transferring partnership interests

16. Withdrawal and Removal of Partners: Outlines procedures for partner withdrawal or removal

17. Dissolution and Liquidation: Details circumstances and procedures for partnership dissolution and asset distribution

18. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and sets out dispute resolution procedures

19. Notices: Establishes procedures for formal communications between partners

20. General Provisions: Contains standard boilerplate clauses including severability, entire agreement, and amendments