Limited Partnership Agreement Venture Capital Template for Philippines

The Limited Partnership Agreement Venture Capital is a foundational document used in the Philippines to establish and operate venture capital funds. It is essential when setting up a venture capital investment vehicle that complies with Philippine regulations, particularly the Revised Corporation Code and Securities Regulation Code. The agreement is typically used when aggregating capital from multiple investors (Limited Partners) under the management of a professional investment team (General Partner) for the purpose of making strategic investments in high-growth potential companies. The document covers crucial aspects including capital commitments, investment strategy, profit sharing, governance, regulatory compliance, and risk management. It must specifically address Philippine foreign investment restrictions, local securities regulations, and tax considerations while providing flexibility for international investment operations.

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

2. Background: Context of the partnership formation, investment strategy, and objectives

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Formation and Name: Legal establishment of the partnership and its registered name

5. Business Purpose: Specific venture capital investment objectives and permitted activities

6. Term and Termination: Duration of the partnership and conditions for termination

7. Capital Contributions: Initial and subsequent capital commitments, calling of capital

8. Capital Accounts: Maintenance and adjustments of partners' capital accounts

9. Allocation of Profits and Losses: Distribution waterfall and profit-sharing mechanisms

10. Management and Control: Powers and duties of the General Partner, management structure

11. Investment Guidelines: Investment criteria, restrictions, and decision-making process

12. Transfer of Interests: Rules regarding transfer of partnership interests

13. Withdrawal and Removal: Conditions for partner withdrawal and removal of General Partner

14. Reports and Valuations: Financial reporting obligations and valuation methodologies

15. Expenses and Fees: Management fees, partnership expenses, and cost allocation

16. Indemnification: Indemnification provisions for partners and officers

17. Confidentiality: Protection of partnership and portfolio company information

18. Governing Law: Application of Philippine law and jurisdiction

19. General Provisions: Miscellaneous legal and administrative provisions