Private Equity Partnership Agreement

Private Equity Partnership Agreement Template for Philippines

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Key Requirements PROMPT example:

"I need a Private Equity Partnership Agreement for a technology-focused fund based in the Philippines, with a target size of USD 50 million and special provisions for foreign investor participation, planning to commence operations in March 2025."

Document background

The Private Equity Partnership Agreement is a foundational document used when establishing a private equity fund in the Philippines. It serves as the primary governing document that defines the relationship between the General Partner(s) who actively manage the fund and the Limited Partners who provide capital investments. This agreement is essential for compliance with Philippine regulatory requirements, including the Securities Regulation Code and Civil Code provisions regarding partnerships. It comprehensively addresses capital commitments, investment strategies, profit-sharing mechanisms, management fees, governance structures, and exit provisions. The document is particularly important in the Philippine context where private equity investments are growing and require clear legal frameworks to protect both domestic and international investors while facilitating efficient fund management.

Suggested Sections

1. Parties: Identification of all partners, including General Partner(s) and Limited Partners

2. Background: Context of the partnership formation and key objectives

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

4. Partnership Formation: Establishment of the partnership, name, purpose, and principal place of business

5. Capital Contributions: Initial and subsequent capital contributions, commitment amounts, and capital call procedures

6. Partnership Interests: Classes of interests, ownership percentages, and transfer restrictions

7. Management and Control: Powers and duties of the General Partner, management structure, and decision-making processes

8. Investment Strategy: Investment objectives, criteria, and restrictions

9. Distributions: Distribution waterfall, timing, and reinvestment provisions

10. Fees and Expenses: Management fees, carried interest, and allocation of partnership expenses

11. Books and Records: Accounting procedures, reporting requirements, and access to information

12. Tax Matters: Tax treatment, allocations, and compliance requirements

13. Term and Termination: Duration of partnership, extension provisions, and termination events

14. Withdrawal and Removal: Partner withdrawal rights and procedures for removal of General Partner

15. Governing Law and Dispute Resolution: Choice of law, jurisdiction, and dispute resolution mechanisms

Optional Sections

1. Key Person Provisions: Used when specific individuals are crucial to the partnership's success, defining their commitments and consequences of their departure

2. Co-Investment Rights: Include when partners or affiliates have rights to co-invest in portfolio companies

3. ESG Provisions: Environmental, Social, and Governance requirements when relevant to investment strategy

4. FCPA Compliance: Foreign Corrupt Practices Act compliance for partnerships with US investors or investments

5. Strategic Partners: Special provisions for strategic partners with unique rights or obligations

6. Bridge Financing: Include when the partnership may provide bridge financing to portfolio companies

7. Investment Committee: When a separate investment committee structure is required

8. Advisory Board: When an advisory board is to be established, including composition and responsibilities

Suggested Schedules

1. Schedule A - Partner Information: Details of all partners, including contact information and commitment amounts

2. Schedule B - Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits

3. Schedule C - Valuation Policy: Methodology for valuing partnership investments

4. Schedule D - Fee Structure: Detailed breakdown of all fees and carried interest calculations

5. Schedule E - Distribution Waterfall: Detailed distribution calculations and priorities

6. Schedule F - Tax Elections: Specific tax elections and procedures

7. Appendix 1 - Subscription Agreement: Form of subscription agreement for Limited Partners

8. Appendix 2 - Capital Call Notice: Form of capital call notice

9. Appendix 3 - Transfer Notice: Form for transfer of partnership interests

10. Appendix 4 - Reporting Templates: Standard formats for financial and investment reporting

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Investment Management

Private Equity

Venture Capital

Real Estate

Infrastructure

Technology

Healthcare

Manufacturing

Consumer Goods

Energy

Telecommunications

Agriculture

Education

Transportation

Relevant Teams

Legal

Compliance

Investment Management

Finance

Risk Management

Tax

Corporate Governance

Investment Operations

Investor Relations

Due Diligence

Portfolio Management

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Investment Officer

Managing Partner

Investment Director

Fund Manager

Legal Counsel

Compliance Officer

Chief Financial Officer

Investment Analyst

Portfolio Manager

Risk Manager

General Counsel

Tax Director

Corporate Secretary

Investment Relations Manager

Due Diligence Officer

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