Real Estate Limited Partnership Agreement for New Zealand

Real Estate Limited Partnership Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes and regulates a limited partnership specifically focused on real estate investments. The agreement defines the relationships, rights, and obligations between the General Partner(s) and Limited Partners, outlines investment strategies, capital contribution requirements, management structures, and distribution mechanisms. It incorporates provisions compliant with the New Zealand Limited Partnerships Act 2008 and relevant real estate regulations, while establishing governance frameworks for property acquisition, management, and disposition.

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What is a Real Estate Limited Partnership Agreement?

This Real Estate Limited Partnership Agreement is designed for use in New Zealand when establishing a limited partnership vehicle for real estate investment purposes. It serves as the foundational document governing the relationship between General Partners, who manage the partnership and maintain unlimited liability, and Limited Partners, who are typically passive investors with liability limited to their capital contribution. The agreement is structured to comply with the New Zealand Limited Partnerships Act 2008, Property Law Act 2007, and other relevant legislation. It includes comprehensive provisions covering capital contributions, investment criteria, management rights, profit distribution, reporting requirements, and exit mechanisms. This document is particularly suitable for real estate investment ventures seeking to pool capital from multiple investors while maintaining professional management control and providing limited liability protection to passive investors.

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

1. Parties: Identifies the General Partner(s), Limited Partners, and the Partnership entity

2. Background: Sets out the context and purpose of the partnership, including the intention to invest in real estate

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Formation and Name: Establishes the partnership, its name, and effective date

5. Partnership Purpose: Defines the specific real estate investment objectives and permitted activities

6. Capital Contributions: Details the initial and subsequent capital contributions requirements

7. Partnership Interests: Describes the partners' ownership interests and economic rights

8. Management and Control: Outlines the General Partner's authority and management responsibilities

9. Limited Partners Rights and Restrictions: Specifies rights and limitations of Limited Partners' involvement

10. Investment Criteria: Establishes parameters for real estate investments and investment strategy

11. Distributions: Details the distribution waterfall and profit-sharing arrangements

12. Books, Records and Reporting: Specifies reporting requirements and partner access to information

13. Transfer Restrictions: Sets out restrictions on transferring partnership interests

14. Withdrawal and Removal: Processes for partner withdrawal and removal of the General Partner

15. Term and Termination: Specifies partnership duration and termination procedures

16. Confidentiality: Establishes confidentiality obligations for partnership information

17. Notices: Specifies how formal communications between parties should be made

18. General Provisions: Includes standard boilerplate clauses like governing law and amendments

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

1. Key Person Provisions: Required when specific individuals are crucial to the partnership's operation

2. Investment Committee: Used when the partnership wants a formal committee to approve investments

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

4. REIT Compliance: Required if the partnership needs to comply with REIT regulations

5. Borrowing and Security: Needed when the partnership intends to use leverage

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

7. Development Projects: Required if the partnership will undertake property development

8. Environmental Matters: Important when dealing with properties with environmental concerns

9. Foreign Investment Provisions: Needed when foreign investors are involved or foreign properties are targeted

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

1. Schedule 1: Partner Information: Details of all partners including contact information and capital commitments

2. Schedule 2: Investment Guidelines: Detailed investment criteria, prohibited investments, and concentration limits

3. Schedule 3: Fees and Expenses: Comprehensive breakdown of management fees, carried interest, and cost allocations

4. Schedule 4: Distribution Waterfall: Detailed calculations and examples of distribution priorities

5. Schedule 5: Valuation Policy: Methodology for valuing partnership assets and interests

6. Schedule 6: Administrative Procedures: Processes for capital calls, distributions, and partner communications

7. Appendix A: Subscription Agreement: Form for admitting new Limited Partners

8. Appendix B: Transfer Agreement: Template for transferring partnership interests

9. Appendix C: Power of Attorney: Limited Partners' grant of authority to General Partner

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

Jurisdiction

New Zealand

Publisher

Genie AI

Cost

Free to use

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