Limited Partnership Term Sheet Template for Singapore

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Key Requirements PROMPT example:

Limited Partnership Term Sheet

"Need a Limited Partnership Term Sheet for a new Singapore-based real estate investment fund targeting USD 500M, with specific provisions for ESG compliance and quarterly distributions to limited partners, planned to launch in March 2025."

Document background
The Limited Partnership Term Sheet is a crucial preliminary document used when parties intend to form a limited partnership in Singapore. It captures the fundamental commercial understanding between general partners and potential limited partners before proceeding with detailed documentation. This document typically precedes the formal Limited Partnership Agreement and includes essential terms such as investment strategy, capital commitments, management structure, and economic arrangements. Under Singapore's legal framework, particularly the Limited Partnerships Act 2008, this document serves as a roadmap for negotiation and subsequent partnership formation.
Suggested Sections

1. Parties: Identification of general partner(s) and limited partner(s)

2. Background: Context and purpose of the partnership

3. Definitions: Key terms used throughout the term sheet

4. Partnership Structure: Legal form and jurisdiction of the partnership

5. Investment Strategy: Intended business and investment focus

6. Capital Commitments: Partner contributions and capital structure

7. Management and Control: Rights and responsibilities of general partner

8. Economics: Profit sharing, losses, and fee arrangements

9. Term and Termination: Duration and dissolution provisions

Optional Sections

1. Key Person Provisions: Required when specific individuals are crucial to partnership operations - used for partnerships dependent on key individuals

2. Co-Investment Rights: Terms for additional investment opportunities - used when partners may have rights to participate in additional investments

3. ERISA Provisions: Compliance with US pension fund regulations - used when US pension fund investors are involved

4. ESG Provisions: Environmental, social, and governance considerations - used when ESG compliance is required by investors

Suggested Schedules

1. Partner Details Schedule: Complete information about all partners and their commitments

2. Investment Guidelines Schedule: Detailed investment criteria and restrictions

3. Fee Schedule: Detailed breakdown of management fees and carried interest calculations

4. Valuation Policy Schedule: Methods for valuing partnership assets

5. Subscription Agreement Form: Template for admitting new limited partners

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Limited Partnerships Act 2008: Primary legislation governing formation, registration, and regulation of limited partnerships in Singapore. Defines rights and obligations of general and limited partners, and sets out requirements for partnership registration and compliance.

Partnership Act 1890: Provides supplementary framework for partnerships where Limited Partnerships Act is silent. Defines basic partnership principles.

Business Names Registration Act 2014: Covers requirements for business name registration and naming restrictions for partnerships in Singapore.

Companies Act (Chapter 50): Relevant when limited partners are corporate entities and for corporate governance considerations.

Securities and Futures Act: Applicable if the partnership involves investment activities or fund management.

Income Tax Act: Governs tax treatment of partnership income and partner taxation considerations.

Goods and Services Tax Act: Covers GST registration requirements and obligations, and tax treatment of partnership transactions.

Personal Data Protection Act 2012: Outlines data protection obligations for handling partner information and personal data.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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