Limited Partnership Agreement for Ireland

Limited Partnership Agreement Template for Ireland

A Limited Partnership Agreement under Irish law is a comprehensive legal document that establishes and governs the relationship between general partners (who manage the partnership and have unlimited liability) and limited partners (who have limited liability and typically act as investors). The agreement is governed by the Limited Partnerships Act 1907 and related Irish legislation, setting out the terms for partnership formation, capital contributions, profit sharing, management rights, transfer restrictions, and dissolution procedures. It includes specific provisions required under Irish law while addressing practical operational aspects such as decision-making processes, distribution waterfalls, and reporting requirements.

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What is a Limited Partnership Agreement?

The Limited Partnership Agreement is a fundamental document used when establishing a limited partnership structure under Irish law. It is particularly utilized in investment funds, real estate ventures, and professional services where certain partners (limited partners) wish to invest capital while limiting their liability, while others (general partners) take on management responsibilities and unlimited liability. The agreement must comply with the Limited Partnerships Act 1907 and other relevant Irish legislation, making it suitable for various business ventures requiring a clear distinction between managing and investing partners. The document typically includes detailed provisions on capital contributions, profit sharing, management rights, transfer restrictions, and partnership operations, while ensuring compliance with Irish regulatory requirements and tax regulations.

What sections should be included in a Limited Partnership Agreement?

1. Parties: Identifies and defines the General Partner(s) and Limited Partner(s), including their full legal names and addresses

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

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Partnership Formation: Establishes the partnership, its name, commencement date, and principal place of business

5. Nature of Business: Defines the scope and limitations of the partnership's business activities

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

7. Partnership Interests: Specifies the percentage interests of each partner in the partnership

8. Profits and Losses: Sets out how profits and losses will be allocated among partners

9. Management and Control: Details the management structure and the General Partner's authority and responsibilities

10. Rights and Obligations of Partners: Specifies the rights and duties of both General and Limited Partners

11. Bank Accounts and Books of Account: Establishes requirements for financial management and record-keeping

12. Transfer of Partnership Interests: Sets out the rules and restrictions for transferring partnership interests

13. Withdrawal and Removal: Details the processes for partner withdrawal or removal

14. Duration and Dissolution: Specifies the partnership term and circumstances for dissolution

15. General Provisions: Includes standard legal provisions such as notices, amendments, and governing law

What sections are optional to include in a Limited Partnership Agreement?

1. Investment Committee: Required for partnerships with formal investment decision-making processes, establishing the committee's composition and powers

2. Advisory Board: Needed when the partnership includes an advisory board, detailing its role and responsibilities

3. Key Person Provisions: Important for partnerships relying on specific individuals' expertise or relationships

4. Defaulting Partner Provisions: Detailed procedures for handling partner defaults, particularly relevant for larger partnerships

5. Co-Investment Rights: Required when partners have rights to co-invest in partnership opportunities

6. Regulatory Compliance: Necessary for partnerships in regulated industries or with regulatory obligations

7. ESG Provisions: Important for partnerships with environmental, social, and governance considerations

8. Digital Assets and Cryptocurrency: Required for partnerships dealing with digital assets or cryptocurrency

What schedules should be included in a Limited Partnership Agreement?

1. Schedule 1 - Partnership Details: Contains key partnership information including registered address, business name, and partner details

2. Schedule 2 - Initial Capital Contributions: Details of each partner's initial capital contributions and payment schedule

3. Schedule 3 - Business Plan: Initial business plan and investment strategy of the partnership

4. Schedule 4 - Management Fee Structure: Details of management fees, calculation methods, and payment terms

5. Schedule 5 - Valuation Methodology: Agreed methods for valuing partnership assets and interests

6. Schedule 6 - Accounting Principles: Specific accounting policies and procedures to be followed

7. Appendix A - Form of Deed of Adherence: Template for admitting new partners to the partnership

8. Appendix B - Subscription Agreement: Standard form for partner capital commitment and subscription

9. Appendix C - Partner Contact Details: List of all partner contact information and notice details

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

Ireland

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Investment Management

Private Equity

Venture Capital

Real Estate

Professional Services

Financial Services

Asset Management

Property Development

Infrastructure

Healthcare

Technology

Renewable Energy

Agriculture

Manufacturing

Relevant Teams

Legal

Finance

Compliance

Investment

Tax

Risk Management

Administration

Company Secretarial

Fund Operations

Portfolio Management

Relevant Roles

Managing Partner

Investment Director

Chief Financial Officer

Legal Counsel

Fund Manager

Compliance Officer

Tax Director

Investment Manager

Portfolio Manager

Risk Manager

Company Secretary

Finance Director

General Counsel

Partnership Administrator

Investment Analyst

Industries
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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