The Limited Partnership Contract is essential for businesses seeking to establish a flexible investment structure in Singapore. This agreement, regulated under the Limited Partnerships Act 2008, creates a partnership where general partners manage operations with unlimited liability while limited partners act as passive investors with liability capped at their investment. The document typically includes detailed provisions for capital contributions, profit sharing, management rights, and partner obligations. It's particularly suitable for investment funds, real estate ventures, and professional services firms requiring a balance between active management and passive investment.
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Key Requirements PROMPT example:
Limited Partnership Contract
"Need a Limited Partnership Contract for a real estate investment venture in Singapore, with two general partners and five limited partners, including specific provisions for quarterly profit distributions and a management fee structure of 2% of committed capital."
1. Parties: Identifies and defines the General Partner(s) and Limited Partner(s)
2. Background: Sets out the context and purpose of forming the limited partnership
3. Definitions: Defines key terms used throughout the agreement
4. Partnership Formation: Details of partnership establishment, name, and business purpose
5. Capital Contributions: Specifies initial and subsequent capital contributions by partners
6. Profit and Loss Distribution: Details how profits and losses will be allocated among partners
7. Management and Control: Outlines management structure and decision-making processes
8. Partner Rights and Obligations: Defines specific rights and duties of general and limited partners
9. Term and Termination: Duration of partnership and conditions for termination
1. Transfer of Partnership Interests: Rules for transferring partnership interests, used when transfers are anticipated
2. Additional Partners: Procedures for admitting new partners, included if partnership growth is expected
3. Intellectual Property Rights: IP ownership and usage rights, included if IP is relevant to the business
4. Non-Competition: Partner restrictions on competing activities, used in competitive industries
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule 2: Profit Sharing Ratios: Specific percentages for profit and loss allocation
3. Schedule 3: Partnership Property: List of partnership assets and their ownership details
4. Appendix A: Business Plan: Optional detailed business plan and objectives
5. Appendix B: Partner Details: Complete partner information and contact details
Authors
Relevant legal definitions
Agreement
ACRA
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Defaulting Partner
Distribution
Effective Date
Encumbrance
Financial Year
General Partner
Initial Capital Contribution
Limited Partner
Limited Partnership
Limited Partnership Interest
Management Fee
Partnership
Partnership Assets
Partnership Business
Partnership Interest
Partnership Property
Profit and Loss
Register of Partners
Regulatory Authority
Reserved Matters
SGD
Singapore Dollars
Subscription Agreement
Term
Transfer
Valuation Date
Withdrawal Notice
ACRA
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Defaulting Partner
Distribution
Effective Date
Encumbrance
Financial Year
General Partner
Initial Capital Contribution
Limited Partner
Limited Partnership
Limited Partnership Interest
Management Fee
Partnership
Partnership Assets
Partnership Business
Partnership Interest
Partnership Property
Profit and Loss
Register of Partners
Regulatory Authority
Reserved Matters
SGD
Singapore Dollars
Subscription Agreement
Term
Transfer
Valuation Date
Withdrawal Notice
Clauses
Formation and Registration
Capital Contributions
Partnership Interests
Management and Control
Decision Making
Profit and Loss Distribution
Partner Rights and Obligations
Voting Rights
Transfers and Assignments
Admission of New Partners
Withdrawal and Removal
Default Events
Term and Termination
Dissolution and Winding Up
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Representations and Warranties
Books and Records
Bank Accounts
Tax Matters
Indemnification
Liability Limitations
Force Majeure
Notices
Amendments
Governing Law
Dispute Resolution
Entire Agreement
Capital Contributions
Partnership Interests
Management and Control
Decision Making
Profit and Loss Distribution
Partner Rights and Obligations
Voting Rights
Transfers and Assignments
Admission of New Partners
Withdrawal and Removal
Default Events
Term and Termination
Dissolution and Winding Up
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Representations and Warranties
Books and Records
Bank Accounts
Tax Matters
Indemnification
Liability Limitations
Force Majeure
Notices
Amendments
Governing Law
Dispute Resolution
Entire Agreement
Relevant Industries
Relevant Teams
Relevant Roles
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