Real Estate Limited Partnership Agreement Template for Netherlands

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Key Requirements PROMPT example:

Real Estate Limited Partnership Agreement

"I need a Real Estate Limited Partnership Agreement for a Dutch property development venture starting January 2025, with one general partner (a Dutch BV) and three institutional limited partners, focusing on residential development projects in Amsterdam with a total commitment of €50 million."

What is a Real Estate Limited Partnership Agreement?

The Real Estate Limited Partnership Agreement serves as the foundational document for establishing and operating a real estate investment vehicle in the Netherlands. It is primarily used when investors seek to pool capital for real estate investments while maintaining limited liability and tax efficiency. The document addresses key aspects required under Dutch law, including partnership formation, capital structure, management rights, profit distribution, and exit mechanisms. This agreement type is particularly suitable for large-scale real estate investments, development projects, or portfolio acquisitions where multiple investors participate with varying levels of involvement and liability exposure. The structure allows for a clear separation between the general partner's management role and limited partners' investment participation, while ensuring compliance with Dutch regulatory requirements for real estate investments and partnership arrangements.

What sections should be included in a Real Estate Limited Partnership Agreement?

1. Parties: Identification of the General Partner(s) and Limited Partner(s), including their legal details and addresses

2. Background: Context of the partnership formation, investment strategy, and real estate focus

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Formation and Name: Establishment of the limited partnership, its name, registration requirements, and term

5. Purpose and Investment Objectives: Specific purpose of the partnership and its real estate investment strategy

6. Capital Contributions: Initial and subsequent capital contributions, commitment amounts, and capital call procedures

7. Partnership Interests: Classes of partnership interests, rights, and obligations attached to each class

8. Management and Control: Powers and duties of the General Partner, management structure, and decision-making processes

9. Real Estate Operations: Property acquisition, management, development, and disposition procedures

10. Distributions and Allocations: Distribution waterfall, profit/loss allocation, and distribution policies

11. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners

12. Reporting and Administration: Financial reporting, accounting practices, and administrative responsibilities

13. Liability and Indemnification: Liability limitations, indemnification provisions for partners and management

14. Default and Remedies: Events of default, consequences, and available remedies

15. Term and Dissolution: Partnership duration, termination events, and dissolution procedures

16. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

What sections are optional to include in a Real Estate Limited Partnership Agreement?

1. Investment Committee: Required when the partnership structure includes an investment committee for decision-making

2. Advisory Board: Included when the partnership establishes an advisory board for oversight and consultation

3. Co-Investment Rights: Used when partners or affiliates have rights to co-invest in specific properties

4. Development Projects: Required when the partnership engages in real estate development activities

5. Environmental Matters: Detailed section needed when environmental risks are significant consideration

6. Property Management: Include when the partnership will manage properties directly rather than outsource

7. Financing Arrangements: Detailed section needed when the partnership strategy involves significant leverage

8. REIT Compliance: Required if the partnership needs to comply with REIT requirements

9. Tax Matters: Expanded section needed for complex tax structures or international investors

What schedules should be included in a Real Estate Limited Partnership Agreement?

1. Schedule 1 - Initial Partners and Capital Commitments: List of all partners and their initial capital commitments

2. Schedule 2 - Property Schedule: Details of initial property portfolio or target properties

3. Schedule 3 - Investment Guidelines: Detailed investment criteria and restrictions

4. Schedule 4 - Fee Structure: Management fees, promote structure, and other fee arrangements

5. Schedule 5 - Valuation Policy: Methodology for property and partnership interest valuation

6. Schedule 6 - Distribution Waterfall: Detailed calculations and examples of distribution waterfall

7. Appendix A - Form of Capital Call Notice: Standard form for issuing capital calls

8. Appendix B - Form of Transfer Agreement: Template for partnership interest transfers

9. Appendix C - Subscription Agreement: Standard form for new partner subscriptions

10. Appendix D - Management Agreement: Agreement with property manager if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Accounting Period
Acquisition Costs
Additional Capital Contribution
Adjusted Capital Account
Administrative Services Agreement
Affiliate
Annual Budget
Applicable Law
Appraisal Value
Asset Management Fee
Asset Manager
Available Cash Flow
Business Day
Business Plan
Capital Account
Capital Call
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Commanditaire Vennoot
Commitment Period
Confidential Information
Control
Default Notice
Defaulting Partner
Development Budget
Development Plan
Distribution
Due Diligence
Environmental Laws
Exit Strategy
Fair Market Value
Final Closing Date
Financial Year
First Closing Date
Force Majeure
Fund Documents
General Partner (Beherend Vennoot)
Gross Asset Value
Holding Period
Hurdle Rate
Independent Valuer
Initial Capital Contribution
Initial Closing Date
Investment Committee
Investment Guidelines
Investment Manager
Investment Opportunity
Investment Period
Investment Strategy
Key Person
Key Person Event
Limited Partner
Liquidation Proceeds
Management Agreement
Management Fee
Net Asset Value
Net Operating Income
Partnership
Partnership Assets
Partnership Interest
Performance Fee
Permitted Transfer
Portfolio Company
Preferred Return
Property
Property Management Agreement
Property Manager
Purchase Agreement
Regulatory Requirements
REIT Requirements
Related Party Transaction
Removal Notice
Sale Proceeds
Side Letter
Subscription Agreement
Subsequent Closing
Tax Matters Partner
Term
Transfer
Valuation Date
Valuation Policy
Voting Rights
Wft (Wet op het financieel toezicht)
Wwft (Wet ter voorkoming van witwassen en financieren van terrorisme)
Clauses
Relevant Industries

Real Estate

Property Development

Construction

Investment Management

Asset Management

Property Management

Financial Services

Professional Services

Infrastructure

Urban Development

Relevant Teams

Legal

Investment

Asset Management

Fund Management

Property Management

Finance

Tax

Compliance

Risk Management

Development

Acquisitions

Investment Operations

Corporate Services

Relevant Roles

Chief Investment Officer

Real Estate Investment Manager

Fund Manager

Asset Manager

Property Manager

Legal Counsel

Tax Director

Financial Controller

Investment Analyst

Development Director

Portfolio Manager

Compliance Officer

Risk Manager

Managing Partner

Investment Director

Chief Financial Officer

Industries
Dutch Civil Code Book 7A (Partnership Law): Contains the fundamental legal framework for partnerships (including limited partnerships) in the Netherlands, defining partner rights, obligations, and liability structures
Dutch Civil Code Book 3 (Property Law): Governs property rights, transfer of real estate, and registration requirements for real estate transactions in the Netherlands
Dutch Commercial Code (Wetboek van Koophandel): Contains specific provisions regarding commercial partnerships and business regulations
Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting): Regulates taxation of limited partnerships and real estate investments, including specific provisions for real estate investment structures
Environmental Management Act (Wet milieubeheer): Sets environmental requirements and restrictions for real estate development and management
Housing Act (Woningwet): Provides regulations regarding residential real estate, building standards, and housing requirements
Spatial Planning Act (Wet ruimtelijke ordening): Governs zoning laws and land use restrictions that affect real estate development and investment
Money Laundering and Terrorist Financing Prevention Act (Wwft): Imposes obligations regarding customer due diligence and transaction monitoring in real estate transactions
Financial Supervision Act (Wet op het financieel toezicht): Regulates financial aspects of real estate investment structures and investor protection requirements
Dutch Personal Data Protection Act (AVG/GDPR): Governs the processing of personal data in the context of real estate transactions and partnership administration
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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