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Limited Partnership Agreement
"I need a Limited Partnership Agreement for a Saudi real estate development venture starting January 2025, with one general partner (a local development company) and three limited partners (family investors), including provisions for quarterly profit distribution and potential future capital calls."
1. Parties: Identifies and provides details of all general and limited partners
2. Background: States the context and intention to form a limited partnership
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Establishes the partnership's legal formation and official name
5. Business Purpose: Defines the scope and nature of partnership business activities
6. Term and Duration: Specifies partnership duration and renewal terms
7. Capital Contributions: Details initial and subsequent capital contributions from all partners
8. Partnership Interests: Outlines ownership percentages and types of partnership interests
9. Management and Control: Specifies management rights of general partners and limitations on limited partners
10. Profit and Loss Allocation: Details how profits and losses will be distributed among partners
11. Distributions: Establishes rules for cash and asset distributions
12. Books and Records: Outlines recordkeeping requirements and partner access rights
13. Transfer Restrictions: Specifies limitations on transferring partnership interests
14. Withdrawal and Removal: Procedures for partner withdrawal or removal
15. Dissolution and Liquidation: Process for partnership dissolution and asset distribution
16. Governing Law: Confirms Saudi law application and Sharia compliance
17. Dispute Resolution: Specifies dispute resolution procedures
1. Foreign Investment Provisions: Required when any partner is a non-Saudi entity, addressing SAGIA requirements
2. Intellectual Property: Include when the partnership will develop or use significant IP assets
3. Non-Competition: Add when partners need to be restricted from competing activities
4. Additional Capital Calls: Include when the business model may require future capital investments
5. Advisory Board: Add when the partnership requires external advisors or oversight
6. Tag-Along Rights: Include to protect minority partners in case of ownership transfer
7. Drag-Along Rights: Add to facilitate potential future sale of the partnership
8. Islamic Finance Provisions: Required when the partnership will engage in Islamic financing activities
1. Schedule 1 - Partner Information: Detailed information about all partners, including contact details and representatives
2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
3. Schedule 3 - Business Plan: Initial business plan and operational strategy
4. Schedule 4 - Management Structure: Detailed management structure and decision-making procedures
5. Schedule 5 - Distribution Policy: Detailed procedures for profit distribution and reinvestment
6. Appendix A - Power of Attorney: Standard form for partner representations
7. Appendix B - Transfer Notice: Standard form for transfer of partnership interests
8. Appendix C - Compliance Procedures: Procedures for ensuring compliance with Saudi regulations
Authors
Applicable Law
Articles of Partnership
Business Day
Business Plan
Capital Account
Capital Contribution
Commercial Registration
Confidential Information
Default Event
Defaulting Partner
Distributable Profits
Distribution
Effective Date
Encumbrance
Financial Year
General Partner
Governing Law
Initial Capital
Intellectual Property Rights
Limited Partner
Limited Partnership
Management Committee
Managing Partner
Ministry of Commerce
Partnership
Partnership Assets
Partnership Interest
Partnership Term
Profit and Loss Account
Register of Partners
Related Party
SAGIA
Saudi Arabia
Sharia
Special Resolution
Tax
Transfer
Unanimous Resolution
Voting Rights
Withdrawal Notice
Zakat
Purpose and Scope
Duration
Capital Contribution
Partnership Interests
Management Rights
Profit and Loss Sharing
Distribution of Profits
Transfer Restrictions
Partner Obligations
Decision Making
General Partner Authority
Limited Partner Rights
Confidentiality
Non-Competition
Record Keeping
Financial Statements
Partner Meetings
Voting Rights
Additional Capital
Bank Accounts
Partnership Property
Intellectual Property
Islamic Finance Compliance
Regulatory Compliance
Partner Admission
Partner Withdrawal
Partner Removal
Default
Force Majeure
Dissolution
Liquidation
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Third Party Rights
Counterparts
Real Estate Development
Manufacturing
Trading and Distribution
Technology and Software
Healthcare Services
Construction and Engineering
Hospitality and Tourism
Professional Services
Retail
Agriculture
Energy and Mining
Transportation and Logistics
Financial Services (Sharia-compliant)
Education
Legal
Corporate Governance
Compliance
Finance
Risk Management
Business Development
Operations
Investment
Corporate Affairs
Executive Leadership
Administrative
Company Secretariat
Chief Executive Officer
Chief Legal Officer
Legal Director
Managing Partner
Investment Director
Business Development Manager
Compliance Officer
Corporate Secretary
Finance Director
General Counsel
Partnership Manager
Risk Manager
Operations Director
Commercial Director
Board Member
Company Secretary
Investment Relations Manager
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