The Limited Partnership Term Sheet is a crucial preliminary document used in the Netherlands when parties intend to establish a Commanditaire Vennootschap (CV). It serves as a roadmap for the final partnership agreement and is typically used in investment structures, real estate ventures, and professional service arrangements. The document outlines essential terms including partnership structure, capital commitments, management rights, profit sharing, and transfer restrictions. While not legally binding in its entirety, it represents the parties' serious intention to form a partnership and often includes certain binding provisions such as confidentiality and exclusivity. The term sheet must align with Dutch partnership law requirements and consider tax implications under Dutch legislation. It's particularly important in scenarios involving international investors or complex investment structures where clarity on key terms is essential before proceeding with detailed documentation.
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1. Parties: Identification of the General Partner(s) and Limited Partner(s), including full legal names and addresses
2. Background: Brief context of the partnership formation and its intended purpose
3. Definitions: Key terms used throughout the term sheet
4. Partnership Structure: Legal form, name, and domicile of the partnership
5. Purpose: Defined scope of partnership activities and business objectives
6. Capital Contributions: Initial and subsequent capital contributions from all partners
7. Ownership and Profit Sharing: Distribution of partnership interests and profit-sharing ratios
8. Management Rights: Powers and limitations of the General Partner(s) in managing the partnership
9. Transfer Restrictions: Limitations on transfer of partnership interests
10. Term and Dissolution: Duration of the partnership and conditions for dissolution
11. Distributions: Policy and mechanics for profit distributions
12. Expenses and Fees: Management fees, partnership expenses, and cost allocation
13. Confidentiality: Basic confidentiality obligations of the parties
14. Governing Law: Confirmation of Dutch law application and jurisdiction
1. Investment Strategy: Detailed investment criteria and limitations - include for investment-focused partnerships
2. Key Person Provisions: Requirements for key personnel involvement - relevant when specific individuals are crucial to operations
3. Co-Investment Rights: Terms for co-investment opportunities - include when partners may participate in related investments
4. ESG Provisions: Environmental, Social and Governance requirements - include for partnerships with ESG focus
5. AIFMD Compliance: Alternative Investment Fund Managers Directive provisions - include if partnership qualifies as an AIF
6. Tax Treatment: Specific tax structuring provisions - include for complex tax structures or international partners
7. Limited Partner Advisory Committee: Structure and powers of LP advisory committee - include for larger partnerships with multiple LPs
8. Reporting Requirements: Detailed reporting obligations - include for partnerships with institutional investors
1. Schedule 1: Capital Commitments: Detailed breakdown of each partner's committed capital contributions
2. Schedule 2: Partnership Interests: Current ownership percentages and classes of interests
3. Schedule 3: Management Fee Calculation: Detailed calculation methodology for management fees
4. Schedule 4: Distribution Waterfall: Detailed mechanics of the distribution waterfall
5. Appendix A: Subscription Process: Steps and requirements for executing partnership subscription
6. Appendix B: KYC Requirements: Required know-your-customer documentation for partners
7. Appendix C: Tax Considerations: Summary of key tax implications and structuring considerations
Relevant legal definitions
Clauses
Parties and Formation
Purpose and Scope
Partnership Structure
Capital Contributions
Capital Commitments
Partnership Interests
Management Rights
Investment Strategy
Investment Restrictions
Profit Sharing
Loss Allocation
Distribution Rights
Management Fee
Carried Interest
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Key Person Provisions
Default Provisions
Removal Rights
Limited Partner Rights
Advisory Committee
Reporting Requirements
Confidentiality
Non-Competition
Term and Duration
Termination Rights
Dissolution
Amendments
Notices
Assignment
Governing Law
Dispute Resolution
Tax Matters
Regulatory Compliance
Expenses
Exclusivity
Due Diligence
Binding Effect
Purpose and Scope
Partnership Structure
Capital Contributions
Capital Commitments
Partnership Interests
Management Rights
Investment Strategy
Investment Restrictions
Profit Sharing
Loss Allocation
Distribution Rights
Management Fee
Carried Interest
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Key Person Provisions
Default Provisions
Removal Rights
Limited Partner Rights
Advisory Committee
Reporting Requirements
Confidentiality
Non-Competition
Term and Duration
Termination Rights
Dissolution
Amendments
Notices
Assignment
Governing Law
Dispute Resolution
Tax Matters
Regulatory Compliance
Expenses
Exclusivity
Due Diligence
Binding Effect
Relevant Industries
Private Equity
Venture Capital
Real Estate
Infrastructure
Professional Services
Investment Management
Asset Management
Financial Services
Technology
Healthcare
Energy
Sustainable Industries
Agriculture
Manufacturing
Relevant Teams
Legal
Finance
Tax
Compliance
Risk Management
Investment
Fund Administration
Corporate Governance
Partnership Management
Business Development
Operations
Relevant Roles
Managing Partner
Investment Director
Chief Financial Officer
General Counsel
Tax Director
Fund Manager
Investment Manager
Legal Counsel
Partnership Administrator
Compliance Officer
Risk Manager
Investment Committee Member
Managing Director
Finance Director
Company Secretary
Senior Partner
Corporate Lawyer
Financial Controller
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