The Limited Partnership Subscription Agreement is a fundamental document used in Dutch investment structures when new investors join a limited partnership (Commanditaire Vennootschap). It is particularly relevant for private equity, venture capital, and other alternative investment funds structured as Dutch CVs. The document serves multiple purposes: it formalizes the subscription process, establishes the investor's status as a limited partner, details their capital commitment, and ensures compliance with Dutch partnership law and financial regulations. This agreement is crucial for both general partners managing the fund and investors seeking to participate in the investment structure, containing essential provisions about capital calls, investor representations, transfer restrictions, and partnership governance. The document must comply with Dutch legal requirements, including the Dutch Civil Code and Financial Supervision Act, while also addressing international considerations when foreign investors are involved.
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1. Parties: Identification of the Limited Partnership, General Partner, and the subscribing Limited Partner
2. Background: Context of the partnership, its purpose, and the basis for the subscription
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment Terms: Details of the capital commitment, payment schedule, and subscription process
5. Admission as Limited Partner: Conditions and process for admission as a limited partner
6. Representations and Warranties: Statements of fact and assurances from the subscribing limited partner
7. Partnership Interest: Nature and extent of the limited partner's interest in the partnership
8. Capital Contributions: Rules regarding initial and subsequent capital contributions
9. Rights and Obligations: Specific rights and obligations of the limited partner
10. Transfer Restrictions: Limitations on transferring partnership interests
11. Confidentiality: Obligations regarding confidential information
12. Notices: Communication procedures between parties
13. Term and Termination: Duration of the agreement and termination provisions
14. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.
1. Regulatory Compliance: Include when the partnership falls under specific regulatory regimes like AIFMD
2. Tax Matters: Include for complex tax structures or when specific tax elections are required
3. Power of Attorney: Include when the General Partner needs specific authorizations from Limited Partners
4. Co-investment Rights: Include when limited partners have rights to co-invest in portfolio companies
5. Key Person Provisions: Include when the subscription is contingent on certain key persons remaining involved
6. ESG Provisions: Include when environmental, social, and governance considerations are material
7. FATCA Compliance: Include for partnerships with US connections requiring FATCA compliance
8. Special LP Rights: Include when certain limited partners receive preferential rights or terms
1. Subscription Form: Detailed form for subscription information and investor details
2. Partnership Agreement: Copy or summary of the main partnership agreement
3. KYC Requirements: List of required know-your-customer documentation
4. Investment Strategy: Description of the partnership's investment strategy and guidelines
5. Fee Schedule: Detailed breakdown of management fees and carried interest
6. FATCA/CRS Forms: Required tax and regulatory reporting forms
7. Wire Instructions: Banking details for capital contributions
8. Power of Attorney Form: Standard form for granting powers of attorney if required
9. Investor Questionnaire: Detailed questionnaire for investor qualification and classification
10. Privacy Notice: GDPR-compliant privacy notice for personal data processing
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