Limited Partnership Agreement Venture Capital for the United States

Limited Partnership Agreement Venture Capital Template for United States

A Limited Partnership Agreement for Venture Capital is a comprehensive legal document governed by U.S. federal and state laws that establishes the structure and governance of a venture capital fund. It defines the relationships between general partners who manage the fund and limited partners who invest capital, outlining capital contributions, investment strategies, profit sharing, management fees, and exit provisions. The agreement must comply with U.S. securities laws, including the Investment Company Act and Investment Advisers Act.

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What is a Limited Partnership Agreement Venture Capital?

The Limited Partnership Agreement Venture Capital is essential when establishing a venture capital fund in the United States. It serves as the foundational document defining the fund's operation, governance, and economic terms. This agreement is crucial for compliance with federal and state securities laws, including SEC regulations and state partnership laws. It typically includes detailed provisions on capital calls, investment restrictions, carried interest calculations, management fees, and reporting requirements. The document is particularly important for establishing clear relationships between general partners who manage investments and limited partners who provide capital.

What sections should be included in a Limited Partnership Agreement Venture Capital?

1. Parties: Identification of the General Partner(s), Limited Partners, and the Partnership entity

2. Background: Purpose of the partnership and basic structure of the venture capital fund

3. Definitions: Key terms used throughout the agreement

4. Formation and Name: Legal establishment of the partnership and its official name

5. Purpose and Powers: Investment objectives and authorized activities of the partnership

6. Capital Contributions: Terms for initial and subsequent capital contributions

7. Management and Control: Rights and responsibilities of the General Partner

8. Allocation of Profits and Losses: Distribution waterfall and tax allocation provisions

9. Transfer Restrictions: Limitations on transfer of partnership interests

10. Term and Dissolution: Duration of partnership and dissolution procedures

What sections are optional to include in a Limited Partnership Agreement Venture Capital?

1. ERISA Provisions: Required provisions when pension fund investors are involved - include when fund accepts ERISA plan assets

2. FATCA Compliance: Foreign account tax compliance provisions - include when fund has foreign investors or investments

3. Co-Investment Rights: Terms for co-investment opportunities - include when offering co-investment rights to LPs

4. Key Person Provisions: Requirements regarding key personnel - include when fund success depends on specific individuals

What schedules should be included in a Limited Partnership Agreement Venture Capital?

1. Schedule of Partners: List of all partners and their capital commitments

2. Investment Guidelines: Detailed investment criteria and restrictions

3. Management Fee Schedule: Detailed calculation of management fees

4. Carried Interest Calculations: Detailed carried interest computations

5. Form of Subscription Agreement: Standard form for new limited partners

6. Tax Exhibits: Required tax-related representations and procedures

7. ERISA Certifications: Required certifications for ERISA investors

8. Regulatory Disclosures: Required regulatory notices and disclosures

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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Investment Company Act of 1940: Federal law regulating investment companies and funds, establishing registration and regulatory requirements for investment vehicles

Investment Advisers Act of 1940: Federal law governing investment advisers' conduct, registration requirements, and fiduciary duties

Securities Act of 1933: Primary federal law governing the initial offering and sale of securities, including registration requirements and anti-fraud provisions

Securities Exchange Act of 1934: Federal law regulating secondary market trading and establishing SEC oversight of securities markets

Dodd-Frank Act: Comprehensive financial reform legislation affecting private fund advisers, including registration requirements and reporting obligations

JOBS Act: Legislation easing securities regulations for smaller companies, including provisions affecting private fund marketing

State Limited Partnership Acts: State-specific laws governing the formation and operation of limited partnerships

Blue Sky Laws: State-specific securities laws governing the offering and sale of securities within each state

Uniform Limited Partnership Act: Model act adopted by many states providing standardized rules for limited partnership formation and operation

Internal Revenue Code: Federal tax law containing partnership taxation provisions, including tax treatment of carried interest and distributions

ERISA: Federal law governing pension investments, affecting funds accepting pension money as investors

FATCA: Foreign Account Tax Compliance Act requirements for reporting foreign investments and investors

Anti-Money Laundering Laws: Regulations requiring funds to implement procedures to prevent money laundering and verify investor identity

FINRA Regulations: Rules governing broker-dealers and associated persons involved in fund marketing or operations

CFIUS Requirements: Committee on Foreign Investment in the United States regulations affecting foreign investment in US companies

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