The Simple Limited Partnership Agreement is a crucial document used when establishing a limited partnership in Malaysia under the Limited Partnerships Act 2012. This agreement is particularly suitable for businesses seeking to combine active management by general partners with capital investment from limited partners who prefer minimal involvement in day-to-day operations. The document comprehensively addresses partnership formation, capital contributions, profit sharing, management rights, partner obligations, and dissolution procedures. It's designed to comply with Malaysian partnership laws while providing flexibility for various business ventures. The agreement is essential for protecting both general and limited partners' interests by clearly defining their roles, rights, and responsibilities within the partnership structure.
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1. Parties: Identifies and provides details of the general partner(s) and limited partner(s)
2. Background: Sets out the context and purpose of forming the limited partnership
3. Definitions: Defines key terms used throughout the agreement
4. Partnership Formation: Establishes the partnership name, business purpose, and commencement date
5. Capital Contributions: Details the initial and any agreed future capital contributions of all partners
6. Profit and Loss Sharing: Specifies how profits and losses will be distributed among partners
7. Management and Control: Outlines the management structure and decision-making processes
8. Rights and Obligations of General Partners: Details the responsibilities and authority of general partners
9. Rights and Limitations of Limited Partners: Specifies the rights and restrictions on limited partners' involvement
10. Banking and Financial Matters: Establishes procedures for managing partnership funds and accounts
11. Records and Accounts: Sets requirements for maintaining partnership records and financial statements
12. Term and Termination: Specifies the duration of the partnership and conditions for termination
13. Dissolution and Winding Up: Outlines procedures for dissolving the partnership and distributing assets
14. Governing Law: Confirms Malaysian law as governing law and jurisdiction
15. General Provisions: Includes standard boilerplate clauses such as notices, amendments, and severability
1. Admission of New Partners: Include when the partnership wants to allow for future addition of partners
2. Transfer of Partnership Interests: Include when partners want the ability to transfer their interests
3. Non-Competition and Confidentiality: Include when protecting business secrets and preventing competition is important
4. Intellectual Property Rights: Include when the partnership will develop or use significant IP
5. Dispute Resolution: Include when partners want specific dispute resolution procedures beyond court litigation
6. Death or Incapacity: Include when partners want specific provisions for succession planning
1. Schedule 1 - Partner Details: Complete details of all partners including contact information and partnership interests
2. Schedule 2 - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions
3. Schedule 3 - Business Plan: Initial business plan and objectives of the partnership
4. Schedule 4 - Management Procedures: Detailed procedures for management meetings and decision-making processes
5. Schedule 5 - Profit Sharing Ratios: Detailed breakdown of profit and loss allocation among partners
6. Appendix A - Partnership Registration Documents: Copies of official registration documents and certificates
Relevant legal definitions
Agreement
Business
Business Day
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Distribution
Financial Year
General Partner
Governing Law
Initial Capital
Limited Partner
Limited Partnership
Management Committee
Partnership
Partnership Interest
Partnership Property
Profit
Loss
Register
Registrar
Registration Certificate
Resolution
Ringgit Malaysia
Schedule
Share
Term
Territory
Transfer
Winding Up
Business
Business Day
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Distribution
Financial Year
General Partner
Governing Law
Initial Capital
Limited Partner
Limited Partnership
Management Committee
Partnership
Partnership Interest
Partnership Property
Profit
Loss
Register
Registrar
Registration Certificate
Resolution
Ringgit Malaysia
Schedule
Share
Term
Territory
Transfer
Winding Up
Clauses
Interpretation
Partnership Formation
Term
Capital Contribution
Partnership Interest
Profit and Loss Distribution
Management Rights
Partner Obligations
Decision Making
Banking
Accounting
Confidentiality
Non-Competition
Transfer Restrictions
Partner Admission
Partner Withdrawal
Default
Termination
Dissolution
Force Majeure
Notices
Assignment
Amendment
Severability
Governing Law
Dispute Resolution
Partnership Formation
Term
Capital Contribution
Partnership Interest
Profit and Loss Distribution
Management Rights
Partner Obligations
Decision Making
Banking
Accounting
Confidentiality
Non-Competition
Transfer Restrictions
Partner Admission
Partner Withdrawal
Default
Termination
Dissolution
Force Majeure
Notices
Assignment
Amendment
Severability
Governing Law
Dispute Resolution
Relevant Industries
Professional Services
Real Estate
Investment Services
Trading Companies
Manufacturing
Technology
Retail
Food & Beverage
Construction
Agriculture
Healthcare
Education
Relevant Teams
Legal
Corporate Affairs
Business Development
Finance
Compliance
Risk Management
Investment
Operations
Executive Leadership
Company Secretariat
Relevant Roles
Legal Counsel
Corporate Lawyer
Business Development Manager
Partnership Manager
Investment Manager
Chief Executive Officer
Chief Financial Officer
Managing Partner
Company Secretary
Risk Manager
Compliance Officer
Business Owner
Entrepreneur
General Counsel
Investment Director
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