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.
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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."
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
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
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
Relevant legal definitions
Additional Capital Contribution
Affiliate
Applicable Law
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Clawback
Closing
Commitment Period
Default
Defaulting Partner
Distribution
ERISA
Escrow Account
Exit
Final Closing Date
First Closing
Follow-on Investment
General Partner
GP Removal Event
Hurdle Rate
Initial Capital Contribution
Investment
Investment Committee
Investment Guidelines
Investment Period
Key Person
Key Person Event
Limited Partner
Management Fee
MAS
Net Asset Value
Partnership
Partnership Agreement
Partnership Interest
Portfolio Company
Preferred Return
Principal Amount
Proceeding
Profits
Regulatory Authority
Related Party Transaction
Remaining Commitment
SGD
Singapore
Subscription Agreement
Target Fund Size
Term
Transfer
USD
Valuation Policy
Affiliate
Applicable Law
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Clawback
Closing
Commitment Period
Default
Defaulting Partner
Distribution
ERISA
Escrow Account
Exit
Final Closing Date
First Closing
Follow-on Investment
General Partner
GP Removal Event
Hurdle Rate
Initial Capital Contribution
Investment
Investment Committee
Investment Guidelines
Investment Period
Key Person
Key Person Event
Limited Partner
Management Fee
MAS
Net Asset Value
Partnership
Partnership Agreement
Partnership Interest
Portfolio Company
Preferred Return
Principal Amount
Proceeding
Profits
Regulatory Authority
Related Party Transaction
Remaining Commitment
SGD
Singapore
Subscription Agreement
Target Fund Size
Term
Transfer
USD
Valuation Policy
Clauses
Partnership Structure
Investment Objectives
Capital Commitments
Capital Calls
Investment Period
Management Rights
Investment Restrictions
Management Fee
Carried Interest
Distribution Waterfall
Key Person Provisions
Transfer Restrictions
Limited Partner Rights
Advisory Committee
Reporting Requirements
Confidentiality
Non-Competition
Conflicts of Interest
Removal of General Partner
Term and Termination
Default Provisions
Clawback
Co-Investment Rights
Follow-on Investments
ESG Compliance
FATCA Compliance
Amendments
Governing Law
Dispute Resolution
Assignment
Notices
Representations and Warranties
Indemnification
Wind-up Procedures
Tax Matters
Investment Objectives
Capital Commitments
Capital Calls
Investment Period
Management Rights
Investment Restrictions
Management Fee
Carried Interest
Distribution Waterfall
Key Person Provisions
Transfer Restrictions
Limited Partner Rights
Advisory Committee
Reporting Requirements
Confidentiality
Non-Competition
Conflicts of Interest
Removal of General Partner
Term and Termination
Default Provisions
Clawback
Co-Investment Rights
Follow-on Investments
ESG Compliance
FATCA Compliance
Amendments
Governing Law
Dispute Resolution
Assignment
Notices
Representations and Warranties
Indemnification
Wind-up Procedures
Tax Matters
Relevant Industries
Relevant Teams
Relevant Roles
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