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Limited Partnership Operating Agreement
"I need a Limited Partnership Operating Agreement for a real estate development project in Manila, with one general partner (local Philippine corporation) and three foreign limited partners, to be effective from March 1, 2025, with specific provisions for foreign investment compliance and quarterly profit distributions."
1. Parties: Identification of all general and limited partners, including their full legal names, addresses, and designation as either general or limited partner
2. Background: Context of the partnership formation, business purpose, and intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Formation and Name: Declaration of partnership formation, partnership name, principal place of business, and term of partnership
5. Business Purpose: Detailed description of the partnership's business activities and objectives
6. Capital Contributions: Initial and subsequent capital contributions of each partner, valuation of non-cash contributions, and capital accounts maintenance
7. Profit and Loss Allocation: Distribution of profits and losses among partners, including priority returns if any
8. Management and Voting: Management structure, voting rights, and decision-making processes
9. Rights and Obligations of Partners: Detailed responsibilities of general partners and limitations on limited partners' involvement
10. Transfers and Assignments: Rules regarding transfer of partnership interests and admission of new partners
11. Dissolution and Liquidation: Events triggering dissolution and procedures for winding up the partnership
12. Books and Records: Requirements for maintaining partnership records and partner access rights
13. Representations and Warranties: Partners' representations regarding their authority and capacity to enter the agreement
14. Governing Law and Dispute Resolution: Choice of law provisions and mechanisms for resolving disputes
15. Miscellaneous Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tax Matters: Detailed tax provisions and appointment of tax matters partner - include when partnership has complex tax arrangements
2. Intellectual Property Rights: Provisions regarding ownership and use of IP - include when partnership's business involves significant IP
3. Non-Competition and Confidentiality: Restrictions on partners' competitive activities - include when protecting business interests is crucial
4. Foreign Investment Provisions: Specific provisions complying with Philippine foreign investment laws - include when foreign partners are involved
5. Bank Accounts and Financial Controls: Detailed financial management procedures - include for larger partnerships with complex financial operations
6. Insurance Requirements: Mandatory insurance coverage - include when business activities require specific insurance
7. Employee Matters: Provisions regarding hiring and managing employees - include when partnership will have employees
8. Related Party Transactions: Procedures for handling transactions with related parties - include when such transactions are anticipated
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions
2. Schedule B - Partner Information: Complete partner details including contact information and partnership percentages
3. Schedule C - Business Plan: Initial business plan and strategic objectives of the partnership
4. Schedule D - Property Schedule: List and description of partnership's initial property and assets
5. Schedule E - Management Procedures: Detailed management and operational procedures
6. Appendix 1 - Form of Transfer Notice: Standard form for notifying transfer of partnership interests
7. Appendix 2 - Voting Procedures: Detailed procedures for partner voting and meetings
8. Appendix 3 - Financial Reporting Templates: Standard formats for financial reports and partner statements
Authors
Applicable Law
Available Cash
Business Day
Business Plan
Capital Account
Capital Contribution
Certificate of Partnership
Confidential Information
Default Event
Defaulting Partner
Distributable Income
Effective Date
Encumbrance
Fair Market Value
Fiscal Year
General Partner
Initial Capital Contribution
Limited Partner
Limited Partnership
Management Committee
Net Income
Net Loss
Operating Expenses
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Percentage Interest
Principal Place of Business
Profits and Losses
Quarter
Related Party
Required Consent
Securities
Transfer
Transferee
Valuation Date
Voting Rights
Winding Up
Withdrawal Notice
Good Standing
Material Adverse Effect
Philippine Peso
Regulatory Approval
Reserved Matters
Tag-Along Rights
Drag-Along Rights
Call Option
Put Option
Partnership Purpose
Term
Capital Contribution
Additional Capital
Capital Accounts
Profit and Loss Allocation
Distribution
Management Rights
Voting Rights
Transfer Restrictions
Partnership Interests
Admission of Partners
Withdrawal
Removal
Dissolution
Liquidation
Books and Records
Financial Statements
Tax Matters
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Amendment
Assignment
Notices
Severability
Entire Agreement
Further Assurance
Good Faith
Registration and Compliance
Bank Accounts
Partnership Property
Insurance
Intellectual Property
Related Party Transactions
Tag-Along Rights
Drag-Along Rights
Default
Termination
Survival
Real Estate Development
Manufacturing
Agriculture
Technology and Software
Professional Services
Retail and Distribution
Construction
Healthcare
Hospitality and Tourism
Investment and Finance
Mining and Natural Resources
Import/Export
Entertainment and Media
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Business Development
Operations
Tax
Investment
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Managing Partner
Business Development Manager
Investment Manager
Risk Manager
Compliance Officer
Finance Director
Operations Director
Partnership Administrator
General Counsel
Tax Manager
Senior Partner
Managing Director
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