The Venture Capital Partnership Agreement is a fundamental document used when establishing a venture capital fund in Ireland. It serves as the cornerstone agreement that governs the relationship between investors (Limited Partners) and fund managers (General Partners), setting out the terms under which the partnership will operate. This document is essential for funds seeking to take advantage of Ireland's favorable regulatory environment for venture capital investments and must comply with the Investment Limited Partnerships Act 1994 (as amended in 2020), along with relevant EU regulations. The agreement typically covers crucial aspects such as capital commitments, investment strategy, management fees, carried interest arrangements, governance structure, and exit provisions. It's particularly relevant for funds targeting investments in high-growth sectors and requires careful consideration of both Irish domestic law and EU regulatory requirements.
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1. Parties: Identification of all partners, including General Partner(s) and Limited Partners
2. Background: Context of the partnership formation, investment objectives, and purpose
3. Definitions: Comprehensive glossary of terms used throughout the agreement
4. Partnership Formation: Establishment of the partnership, name, registered office, and term
5. Purpose and Investment Strategy: Detailed description of investment objectives, strategy, and restrictions
6. Capital Contributions: Terms for initial and subsequent capital contributions, commitment periods
7. Partnership Interests: Classes of interests, rights attached to partnership interests
8. Management and Control: Powers and duties of the General Partner, management structure
9. Investment Committee: Composition, duties, and decision-making processes of the investment committee
10. Distributions: Distribution waterfall, timing, and calculation of distributions
11. Allocation of Profits and Losses: Method of allocating financial returns and losses among partners
12. Transfer of Interests: Rules and restrictions on transferring partnership interests
13. Reporting and Information Rights: Financial reporting obligations, partner information rights
14. Partner Meetings: Procedures for partner meetings, voting rights, and quorum requirements
15. Defaults: Consequences of partner defaults and remedies
16. Term and Dissolution: Partnership duration, termination events, and dissolution procedures
17. Confidentiality: Protection of partnership and portfolio company information
18. Governing Law and Jurisdiction: Irish law application and dispute resolution procedures
1. Key Person Provisions: Used when specific individuals are crucial to the partnership's success, defining their commitments and consequences of departure
2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in portfolio companies
3. ESG Policy: Environmental, Social and Governance provisions, increasingly common in modern VC agreements
4. LPAC: Limited Partner Advisory Committee structure and roles, for larger funds with institutional investors
5. Bridge Financing: Include when the partnership may provide bridge financing to portfolio companies
6. Parallel Funds: Required when parallel investment vehicles are contemplated
7. Strategic Investors: Special provisions for strategic investors with unique rights or obligations
8. Digital Asset Provisions: Include for funds investing in digital assets or cryptocurrencies
1. Schedule 1: Subscription Agreement: Form of subscription agreement for Limited Partners
2. Schedule 2: Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits
3. Schedule 3: Management Fee Structure: Detailed calculation and payment terms for management fees
4. Schedule 4: Carried Interest Calculations: Detailed methodology for calculating carried interest
5. Schedule 5: Initial Limited Partners: List of initial Limited Partners and their commitments
6. Schedule 6: Valuation Policy: Methodology for valuing partnership investments
7. Schedule 7: Anti-Money Laundering Requirements: AML procedures and requirements for partners
8. Schedule 8: Tax Matters: Detailed tax provisions and reporting requirements
9. Appendix A: Form of Transfer Agreement: Template for transferring partnership interests
10. Appendix B: Partner Contact Details: Contact information and notice requirements for all partners
Relevant legal definitions
Accounting Period
Additional Limited Partner
Adherence Agreement
Adjusted Capital Contribution
Advisory Board
AIFMD
Annual Budget
Auditors
Blind Pool Period
Business Day
Capital Account
Capital Call
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Central Bank
Clawback
Closing Date
Co-Investment
Commitment Period
Defaulting Partner
Distribution
Draw Down
ESMA
ESG Requirements
Establishment Expenses
Exit
Final Closing Date
First Closing Date
Follow-on Investment
GDPR
General Partner
GP Removal Event
Hurdle Rate
Investment
Investment Committee
Investment Guidelines
Investment Manager
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Limited Partner Advisory Committee
Management Agreement
Management Fee
Management Share
Net Asset Value
Operating Expenses
Partnership
Partnership Assets
Partnership Interest
Partnership Law
Portfolio Company
Preferred Return
Principal
Proceeds
Qualifying Investment
Regulatory Requirements
Related Party Transaction
Removal Notice
Side Letter
Subscription Agreement
Subsequent Closing
Term
Transfer
Valuation Day
Valuation Policy
VAT
Venture Capital Investment
Winding-up Period
Additional Limited Partner
Adherence Agreement
Adjusted Capital Contribution
Advisory Board
AIFMD
Annual Budget
Auditors
Blind Pool Period
Business Day
Capital Account
Capital Call
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Central Bank
Clawback
Closing Date
Co-Investment
Commitment Period
Defaulting Partner
Distribution
Draw Down
ESMA
ESG Requirements
Establishment Expenses
Exit
Final Closing Date
First Closing Date
Follow-on Investment
GDPR
General Partner
GP Removal Event
Hurdle Rate
Investment
Investment Committee
Investment Guidelines
Investment Manager
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Limited Partner Advisory Committee
Management Agreement
Management Fee
Management Share
Net Asset Value
Operating Expenses
Partnership
Partnership Assets
Partnership Interest
Partnership Law
Portfolio Company
Preferred Return
Principal
Proceeds
Qualifying Investment
Regulatory Requirements
Related Party Transaction
Removal Notice
Side Letter
Subscription Agreement
Subsequent Closing
Term
Transfer
Valuation Day
Valuation Policy
VAT
Venture Capital Investment
Winding-up Period
Clauses
Partnership Formation
Term and Duration
Capital Contributions
Capital Commitments
Investment Objectives
Investment Restrictions
Management Authority
Management Fees
Carried Interest
Distribution Rights
Allocation of Profits and Losses
Transfer Restrictions
Default Provisions
Key Person Provisions
Investment Committee
Advisory Board Rights
Co-Investment Rights
Reporting Requirements
Valuation
Confidentiality
Non-Competition
Non-Solicitation
Limited Partner Rights
General Partner Powers
Removal Rights
Indemnification
Liability Limitations
Tax Matters
ERISA Provisions
Regulatory Compliance
Anti-Money Laundering
ESG Requirements
Amendment Procedures
Withdrawal Rights
Partnership Meetings
Information Rights
Side Letters
Governing Law
Dispute Resolution
Termination Rights
Dissolution Procedures
Assignment Rights
Notices
Force Majeure
Entire Agreement
Severability
Term and Duration
Capital Contributions
Capital Commitments
Investment Objectives
Investment Restrictions
Management Authority
Management Fees
Carried Interest
Distribution Rights
Allocation of Profits and Losses
Transfer Restrictions
Default Provisions
Key Person Provisions
Investment Committee
Advisory Board Rights
Co-Investment Rights
Reporting Requirements
Valuation
Confidentiality
Non-Competition
Non-Solicitation
Limited Partner Rights
General Partner Powers
Removal Rights
Indemnification
Liability Limitations
Tax Matters
ERISA Provisions
Regulatory Compliance
Anti-Money Laundering
ESG Requirements
Amendment Procedures
Withdrawal Rights
Partnership Meetings
Information Rights
Side Letters
Governing Law
Dispute Resolution
Termination Rights
Dissolution Procedures
Assignment Rights
Notices
Force Majeure
Entire Agreement
Severability
Relevant Industries
Financial Services
Venture Capital
Private Equity
Technology
Life Sciences
Clean Technology
Digital Media
Fintech
Healthcare
Software
Biotechnology
Renewable Energy
Artificial Intelligence
E-commerce
Relevant Teams
Legal
Compliance
Investment Management
Fund Administration
Risk Management
Finance
Tax
Investor Relations
Operations
Due Diligence
Relevant Roles
Fund Manager
Investment Director
General Counsel
Chief Financial Officer
Compliance Officer
Risk Manager
Investment Associate
Legal Counsel
Partnership Administrator
Tax Director
Managing Partner
Investment Committee Member
Portfolio Manager
Fund Accountant
Investor Relations Manager
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