The Limited Partnership Agreement is a foundational document used when establishing a partnership structure under Maltese law where at least one partner has unlimited liability (general partner) and other partners have liability limited to their capital contribution (limited partners). This agreement type is particularly useful for investment vehicles, professional services firms, and business ventures where different levels of involvement and liability are desired. The document must comply with the Malta Companies Act (Cap. 386) and often requires registration with the Malta Business Registry. It typically includes detailed provisions on capital contributions, profit sharing, management rights, transfer restrictions, and partnership operations. The agreement is especially popular in Malta due to the jurisdiction's favorable business environment and well-established legal framework for partnership structures.
Limited Partnership Agreement for Malta
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Key Requirements PROMPT example:
Limited Partnership Agreement
"I need a Limited Partnership Agreement under Maltese law for a real estate investment vehicle with one general partner and up to 15 limited partners, planning to commence operations in March 2025, with special provisions for carried interest and co-investment rights."
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1. Parties: Identification of the General Partner(s) and Limited Partner(s), including full legal names and addresses
2. Background: Context of the partnership formation, business objectives, and any relevant preliminary agreements
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Formation and Name: Declaration of partnership formation, partnership name, and effective date
5. Business of the Partnership: Detailed description of the partnership's business activities and scope
6. Duration: Term of the partnership, including commencement date and conditions for termination
7. Capital Contributions: Initial and subsequent capital contributions of all partners, including nature, value, and timing
8. Partnership Interests: Partners' ownership percentages and classes of interests
9. Management and Control: Powers and duties of General Partner(s), management structure, and decision-making processes
10. Rights and Obligations of Partners: Specific rights and duties of both General and Limited Partners
11. Profit and Loss Allocation: Method of allocating profits and losses among partners
12. Distributions: Rules and procedures for making distributions to partners
13. Books, Records and Accounts: Requirements for maintaining partnership records and partner access rights
14. Transfer of Partnership Interests: Rules governing the transfer of partnership interests and admission of new partners
15. Withdrawal and Removal: Procedures for partner withdrawal and removal, including consequences
16. Dissolution and Liquidation: Events triggering dissolution and procedures for winding up
17. Notices: Methods and requirements for formal communications between partners
18. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes
19. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement
1. Investment Guidelines: Specific investment criteria and restrictions - include when partnership is for investment purposes
2. Key Person Provisions: Provisions relating to key personnel - include when success depends on specific individuals
3. Co-Investment Rights: Terms for co-investment opportunities - include for investment partnerships
4. AIFMD Compliance: Alternative Investment Fund Managers Directive compliance - include if applicable to the partnership's activities
5. Regulatory Compliance: Specific regulatory requirements - include for regulated activities
6. Environmental and Social Policy: ESG requirements - include for partnerships with environmental or social impact focus
7. Confidentiality and Non-Compete: Detailed confidentiality and competition restrictions - include when protecting sensitive information
8. Tax Matters: Specific tax elections and procedures - include for complex tax structures
9. Advisory Committee: Structure and powers of advisory committee - include for larger partnerships
10. Default Provisions: Consequences of partner default - include for partnerships with significant ongoing obligations
1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule 2 - Partnership Interests: Complete listing of partnership interests and ownership percentages
3. Schedule 3 - Administrative Details: Bank account details, registered office, and other administrative information
4. Schedule 4 - Management Fee Structure: Detailed calculation and payment terms for management fees
5. Schedule 5 - Valuation Methodology: Agreed methods for valuing partnership assets
6. Appendix A - Form of Deed of Adherence: Template for admitting new partners
7. Appendix B - Investment Policy: Detailed investment guidelines and restrictions
8. Appendix C - Regulatory Compliance Procedures: Detailed compliance procedures and requirements
9. Appendix D - Financial Reporting Requirements: Specific requirements for financial reports and statements
10. Appendix E - Power of Attorney: Standard form of power of attorney for General Partner
Authors
Relevant legal definitions
Accounting Period
Act
Additional Capital Contribution
Affiliate
Agreement
Annual Budget
Approved Bank
Auditors
Authorized Representative
Available Cash
Business
Business Day
Business Plan
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Change of Control
Commencement Date
Confidential Information
Control
Default Event
Defaulting Partner
Distribution
Effective Date
Encumbrance
Event of Default
Financial Year
General Partner
General Partner Removal Event
Governmental Authority
Group
Initial Capital Contribution
Initial Limited Partner
Investment
Investment Period
Key Person
Key Person Event
Limited Partner
Limited Partnership Interest
Management Fee
MFSA
Net Asset Value
Operating Expenses
Partnership
Partnership Assets
Partnership Interest
Partnership Losses
Partnership Profits
Percentage Interest
Permitted Transfer
Person
Register of Partners
Registered Office
Regulatory Requirements
Related Party
Relevant Law
Reserved Matters
Subscribe
Subscription Agreement
Subsequent Closing
Tax
Term
Transfer
Valuation Date
Winding Up
Act
Additional Capital Contribution
Affiliate
Agreement
Annual Budget
Approved Bank
Auditors
Authorized Representative
Available Cash
Business
Business Day
Business Plan
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Change of Control
Commencement Date
Confidential Information
Control
Default Event
Defaulting Partner
Distribution
Effective Date
Encumbrance
Event of Default
Financial Year
General Partner
General Partner Removal Event
Governmental Authority
Group
Initial Capital Contribution
Initial Limited Partner
Investment
Investment Period
Key Person
Key Person Event
Limited Partner
Limited Partnership Interest
Management Fee
MFSA
Net Asset Value
Operating Expenses
Partnership
Partnership Assets
Partnership Interest
Partnership Losses
Partnership Profits
Percentage Interest
Permitted Transfer
Person
Register of Partners
Registered Office
Regulatory Requirements
Related Party
Relevant Law
Reserved Matters
Subscribe
Subscription Agreement
Subsequent Closing
Tax
Term
Transfer
Valuation Date
Winding Up
Clauses
Formation
Partnership Name
Registered Office
Duration
Partnership Purpose
Capital Contributions
Additional Capital Calls
Partnership Interests
Management Rights
Limited Partner Rights
General Partner Authority
Investment Policy
Profit Distribution
Loss Allocation
Transfer Restrictions
Assignment
Admission of Partners
Withdrawal Rights
Removal Rights
Default Provisions
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Non-Solicitation
Financial Reporting
Bank Accounts
Tax Matters
FATCA Compliance
Regulatory Compliance
Partnership Meetings
Voting Rights
Reserved Matters
Key Person Provisions
Representations and Warranties
Indemnification
Liability Limitations
Force Majeure
Amendment Procedures
Termination Rights
Dissolution
Winding Up
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Assignment
Third Party Rights
Counterparts
Partnership Name
Registered Office
Duration
Partnership Purpose
Capital Contributions
Additional Capital Calls
Partnership Interests
Management Rights
Limited Partner Rights
General Partner Authority
Investment Policy
Profit Distribution
Loss Allocation
Transfer Restrictions
Assignment
Admission of Partners
Withdrawal Rights
Removal Rights
Default Provisions
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Non-Solicitation
Financial Reporting
Bank Accounts
Tax Matters
FATCA Compliance
Regulatory Compliance
Partnership Meetings
Voting Rights
Reserved Matters
Key Person Provisions
Representations and Warranties
Indemnification
Liability Limitations
Force Majeure
Amendment Procedures
Termination Rights
Dissolution
Winding Up
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Assignment
Third Party Rights
Counterparts
Relevant Industries
Investment Management
Private Equity
Real Estate
Professional Services
Financial Services
Venture Capital
Asset Management
Family Office
Trading
Manufacturing
Technology
Healthcare
Relevant Teams
Legal
Compliance
Finance
Tax
Corporate Governance
Risk Management
Operations
Investment
Administration
Business Development
Corporate Secretarial
Relevant Roles
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Compliance Officer
Investment Manager
Fund Manager
Company Secretary
Partnership Administrator
Risk Manager
Director of Operations
General Counsel
Tax Director
Managing Director
Business Development Manager
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