Venture Capital Partnership Agreement for the Netherlands

Venture Capital Partnership Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes and regulates a venture capital partnership structure. The document outlines the relationships, rights, and obligations between General Partners (GPs) and Limited Partners (LPs), including capital commitments, investment strategies, management provisions, and profit-sharing arrangements. It incorporates requirements from the Dutch Civil Code, Financial Supervision Act (Wft), and relevant EU regulations such as AIFMD, while establishing governance structures, investment parameters, and exit mechanisms specific to venture capital operations in the Netherlands.

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What is a Venture Capital Partnership Agreement?

The Venture Capital Partnership Agreement is a foundational document used when establishing a venture capital fund in the Netherlands. It serves as the primary governing document that defines the relationship between investors (Limited Partners) and fund managers (General Partners), setting out the terms for capital deployment, investment management, profit distribution, and fund governance. This agreement must comply with Dutch legal requirements, including the Dutch Civil Code (Burgerlijk Wetboek) and Financial Supervision Act (Wft), while also addressing EU-level regulations such as AIFMD. The document is essential for venture capital firms operating in the Netherlands and typically includes detailed provisions on investment strategy, management fees, carried interest, regulatory compliance, reporting obligations, and exit mechanisms. It forms the legal backbone for the entire fund operation and investor relationships.

What sections should be included in a Venture Capital Partnership Agreement?

1. Parties: Identification of all partners, including General Partner(s) and Limited Partners

2. Background: Context of the partnership formation and its intended purpose

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

4. Formation and Term: Establishment of the partnership, its name, purpose, and duration

5. Capital Contributions: Terms and conditions of partner capital contributions, including timing and amounts

6. Partnership Interests: Description of partnership interests, classes, and rights attached

7. Management and Administration: Powers and duties of the General Partner, management structure

8. Investment Strategy and Restrictions: Investment objectives, permitted investments, and investment restrictions

9. Economic Terms: Profit and loss allocation, distributions, and carried interest provisions

10. Transfer of Interests: Rules governing transfer of partnership interests and admission of new partners

11. Regulatory Compliance: Compliance with Dutch and EU regulations, including Wft and AIFMD requirements

12. Reports and Information Rights: Financial reporting, information rights, and transparency obligations

13. Liability and Indemnification: Limitation of liability and indemnification provisions

14. Termination and Dissolution: Circumstances and procedures for partnership termination and dissolution

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

What sections are optional to include in a Venture Capital Partnership Agreement?

1. Key Person Provisions: Used when specific individuals are crucial to the partnership's success, defining their commitments and consequences of departure

2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in portfolio companies

3. ESG Policy: Environmental, Social and Governance provisions, increasingly common in modern VC agreements

4. Alternative Investment Structures: Include when the partnership may use parallel funds or alternative investment vehicles

5. Strategic Partners: Used when certain partners have special rights or obligations beyond standard LP terms

6. Advisory Board: Include when the partnership will have an advisory board, defining its composition and role

7. Excuse and Exclusion: Provisions allowing LPs to be excused or excluded from certain investments

8. Digital Asset Provisions: Include when the partnership may invest in digital assets or cryptocurrencies

What schedules should be included in a Venture Capital Partnership Agreement?

1. Subscription Agreement: Form of agreement for partners to subscribe to partnership interests

2. Capital Commitments: Schedule of partner commitments and contribution details

3. Investment Guidelines: Detailed investment criteria, restrictions, and procedures

4. Management Fee Structure: Detailed calculations and terms for management fees

5. Carried Interest Calculations: Detailed methodology for calculating and distributing carried interest

6. Valuation Policy: Methodology for valuing partnership investments

7. Tax Matters: Detailed tax provisions and procedures

8. Form of Transfer Agreement: Template for transferring partnership interests

9. KYC Requirements: Required documentation and procedures for partner verification

10. FATCA/CRS Compliance: Forms and procedures for tax reporting compliance

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

Jurisdiction

Netherlands

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Healthcare

Biotechnology

Clean Energy

Software

E-commerce

Manufacturing

Real Estate

Infrastructure

Telecommunications

Media and Entertainment

Consumer Goods

Professional Services

Life Sciences

Relevant Teams

Legal

Compliance

Finance

Investment Management

Risk Management

Tax

Fund Administration

Operations

Investment Committee

Executive Management

Portfolio Management

Investor Relations

Relevant Roles

Investment Manager

Fund Manager

General Counsel

Legal Director

Compliance Officer

Chief Financial Officer

Managing Partner

Investment Director

Risk Manager

Partnership Administrator

Chief Investment Officer

Head of Venture Capital

Senior Legal Counsel

Tax Director

Fund Controller

Investment Committee Member

Portfolio Manager

Managing Director

Industries
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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