The Limited Partnership Agreement is essential for establishing a limited partnership (SComm/SCS) under Belgian law. This structure is particularly useful when combining active management partners with passive investors, offering liability protection for limited partners while maintaining operational control with general partners. The document is commonly used in investment ventures, family businesses, and professional services firms where some partners take an active management role while others primarily provide capital. It must comply with the Belgian Code of Companies and Associations and includes detailed provisions on partner rights, capital contributions, profit sharing, management structure, and transfer restrictions. The agreement serves as the foundational document for the partnership's entire lifecycle, from formation through to potential dissolution.
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1. Parties: Identification of all partners, distinguishing between general partners (g茅rants/zaakvoerders) and limited partners (commanditaires), including their full details and legal capacity
2. Background: Context of the partnership formation, intended business activities, and goals of the collaboration
3. Definitions: Definitions of key terms used throughout the agreement, including specific Belgian legal terminology
4. Partnership Formation: Details of partnership establishment, legal form, name, registered office, and duration
5. Purpose and Business Activities: Detailed description of partnership's business purpose and permitted activities
6. Capital Contributions: Specification of initial capital contributions from each partner, nature of contributions (cash, assets, or services), and valuation methods
7. Partnership Interests: Distribution of partnership interests, rights attached to different classes of interests
8. Management and Control: Management structure, powers and limitations of general partners, prohibited activities for limited partners
9. Partner Rights and Obligations: Detailed rights and obligations of both general and limited partners
10. Profit and Loss Allocation: Formula and methods for distributing profits and losses among partners
11. Transfer Restrictions: Restrictions on transfer of partnership interests and admission of new partners
12. Meetings and Decisions: Procedures for partner meetings, voting rights, and decision-making processes
13. Accounts and Records: Requirements for financial reporting, record-keeping, and partner access to information
14. Dissolution and Liquidation: Circumstances leading to dissolution, liquidation procedures, and asset distribution
15. Governing Law: Confirmation of Belgian law application and jurisdiction
1. Intellectual Property Rights: Used when the partnership will develop or use significant IP assets
2. Non-Competition and Confidentiality: Include when partners need to be restricted from competing activities or when sensitive information needs protection
3. International Operations: Required when the partnership conducts business across borders
4. Employee Matters: Include when the partnership will have employees or specific employment arrangements
5. Real Estate: Needed when the partnership owns or leases significant real estate assets
6. Banking and Finance: Include when specific banking arrangements or financing structures are required
7. Tax Matters: Used when specific tax structuring or allocation provisions are needed
8. Dispute Resolution: Include when partners want specific dispute resolution procedures beyond standard court proceedings
1. Schedule 1: Initial Capital Contributions: Detailed list of each partner's initial capital contributions, including valuations
2. Schedule 2: Partner Information: Complete details of all partners, including contact information and tax status
3. Schedule 3: Business Plan: Initial business plan and projected financial statements
4. Schedule 4: Management Structure: Detailed organizational chart and management procedures
5. Schedule 5: Profit Distribution Rules: Detailed formulas and examples of profit/loss allocation
6. Schedule 6: Form of Partner Accession Deed: Template for admitting new partners
7. Schedule 7: Valuation Methods: Agreed methods for valuing partnership interests
8. Appendix A: Key Business Contracts: Copies or summaries of material contracts
9. Appendix B: Property Details: Details of any real estate or major assets owned by the partnership
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