Limited Partnership Agreement Private Equity Template for Philippines

The Limited Partnership Agreement Private Equity is a fundamental document used in the Philippine investment landscape to establish and govern private equity fund structures. This agreement is essential when organizing investment vehicles that allow institutional and qualified investors to pool capital for making strategic investments while maintaining limited liability for limited partners. The document must comply with Philippine regulatory requirements, including the Revised Corporation Code, Securities Regulation Code, and relevant SEC regulations. It typically includes detailed provisions on capital contributions, investment policies, management rights, profit distribution waterfall structures, and exit mechanisms. The agreement is particularly important in the Philippine context due to specific local requirements regarding foreign ownership restrictions, investment regulations, and corporate governance standards.

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

2. Background: Context of the partnership formation, investment objectives, and general purpose of the agreement

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Formation and Name: Legal establishment of the partnership, its name, principal place of business, and term

5. Purpose and Investment Strategy: Detailed description of the partnership's business purpose and investment objectives

6. Capital Contributions: Terms and conditions for initial and subsequent capital contributions by partners

7. Partnership Interests: Description of partnership interests, classes of interests, and ownership percentages

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

9. Rights and Obligations of Partners: Specific rights, obligations, and limitations of both General and Limited Partners

10. Distributions: Rules governing distribution of profits, losses, and cash flows

11. Transfer Restrictions: Limitations on transfer of partnership interests and required procedures

12. Withdrawal and Removal: Procedures for partner withdrawal and removal of General Partner

13. Dissolution and Liquidation: Events triggering dissolution and procedures for winding up

14. Books and Records: Requirements for maintaining partnership records and providing information to partners

15. Representations and Warranties: Standard representations and warranties from all parties

16. Confidentiality: Obligations regarding confidential information and trade secrets

17. Governing Law and Dispute Resolution: Choice of law and procedures for resolving disputes

18. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability