The Limited Partnership Agreement Private Equity is a crucial document used when establishing a private equity fund structure in India. It is typically employed when sophisticated investors pool capital for making strategic investments under professional management. The agreement must comply with Indian regulatory requirements, including the Limited Liability Partnership Act 2008 and SEBI regulations governing Alternative Investment Funds. The document comprehensively covers partnership formation, capital structure, investment strategy, profit sharing, governance mechanisms, and exit provisions. It's particularly important in the Indian context where the private equity industry has seen significant growth and requires clear legal frameworks to protect both general and limited partners while ensuring regulatory compliance. The agreement typically includes detailed provisions for investment restrictions, reporting requirements, and specific Indian tax and foreign investment considerations.
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1. Parties: Identification of the General Partner, Limited Partners, and the Partnership entity
2. Background: Context of the partnership formation and its intended purpose
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Formation and Name: Details of partnership establishment, name, and registered office
5. Purpose and Investment Strategy: Partnership's investment objectives, strategy, and permitted investment types
6. Term and Termination: Duration of the partnership, extension provisions, and termination circumstances
7. Capital Contributions: Terms for initial and subsequent capital contributions, commitment periods
8. Capital Accounts: Maintenance and administration of partners' capital accounts
9. Distributions: Distribution waterfall, timing, and mechanics of profit sharing
10. Management and Control: Powers and duties of the General Partner, management structure
11. Investment Committee: Composition, role, and decision-making process of the investment committee
12. Limited Partners' Rights and Restrictions: Rights, obligations, and limitations on Limited Partners' involvement
13. Fees and Expenses: Management fees, carried interest, and allocation of partnership expenses
14. Transfer of Interests: Rules and restrictions regarding transfer of partnership interests
15. Reporting and Transparency: Financial reporting obligations, audit rights, and information rights
16. Indemnification: Indemnification provisions for partners and related parties
17. Governing Law and Dispute Resolution: Applicable law and mechanisms for resolving disputes
1. Key Person Provisions: Used when specific individuals are crucial to the partnership's success, defining their commitments and consequences of their departure
2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in portfolio companies
3. ERISA Provisions: Required when accepting investments from US pension funds or other ERISA regulated entities
4. Strategic Investors Rights: Special rights or obligations for strategic investors with larger commitments
5. ESG Provisions: Environmental, Social, and Governance requirements when relevant to investment strategy
6. Foreign Investment Provisions: Include when foreign investors are involved, addressing FEMA compliance
7. Borrowing and Leverage: When the partnership strategy includes using leverage or credit facilities
8. Follow-on Investment Provisions: Details for follow-on investments if part of investment strategy
1. Schedule 1: Subscription Agreement: Form of agreement for Limited Partners to subscribe to the partnership
2. Schedule 2: Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits
3. Schedule 3: Valuation Policy: Methodology for valuing partnership investments
4. Schedule 4: Fee Structure: Detailed breakdown of management fees, carried interest calculations
5. Schedule 5: Partners' Capital Commitments: List of partners and their committed capital amounts
6. Schedule 6: FATCA/CRS Requirements: Tax reporting and compliance requirements
7. Schedule 7: KYC Requirements: Documentation required for partner verification
8. Schedule 8: Distribution Waterfall Examples: Illustrative examples of distribution calculations
9. Appendix A: Form of Transfer Notice: Standard form for notifying transfer of partnership interests
10. Appendix B: Conflict Resolution Procedures: Detailed procedures for handling conflicts of interest
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