The Limited Partnership Agreement Private Equity is a foundational document used when establishing a private equity fund structure in Indonesia. This agreement is essential for private equity firms operating under Indonesian jurisdiction, providing the legal framework for fund formation and management. It outlines the rights and obligations of General Partners (who manage the fund) and Limited Partners (who invest capital), including capital commitments, investment strategies, profit-sharing arrangements, and governance structures. The document must comply with Indonesian investment laws, particularly Law No. 25 of 2007 on Investment and OJK regulations governing private equity activities. It's typically used when raising capital from institutional investors, high-net-worth individuals, or corporate investors for making private equity investments in Indonesian companies or regional opportunities. The agreement includes specific provisions addressing local regulatory requirements, currency controls, and investment restrictions unique to the Indonesian market.
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1. Parties: Identification of the General Partner(s) and Limited Partner(s), including their complete legal names, addresses, and registration details as required under Indonesian law
2. Background: Context of the partnership formation, investment objectives, and basic structure of the partnership
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement, including Indonesian legal terms and PE-specific terminology
4. Formation and Name: Formal establishment of the partnership, its name, and registration requirements under Indonesian law
5. Purpose and Investment Strategy: Detailed description of the partnership's investment objectives, target sectors, and investment criteria
6. Term and Termination: Duration of the partnership, extension provisions, and circumstances for early termination
7. Capital Contributions: Terms for initial and subsequent capital contributions, commitment periods, and default provisions
8. Capital Accounts: Maintenance and administration of capital accounts for each partner
9. Distributions: Distribution waterfall, timing of distributions, and clawback provisions
10. Management and Control: Powers and duties of the General Partner, investment decision-making process, and management fee structure
11. Rights and Obligations of Partners: Specific rights and duties of both General and Limited Partners, including voting rights and limitations on LP involvement
12. Transfer of Interests: Restrictions on transfer of partnership interests and procedures for permitted transfers
13. Valuations: Procedures for valuing partnership assets and reporting requirements
14. Reports and Information Rights: Financial reporting obligations, access to information, and audit rights
15. Expenses and Fees: Allocation of partnership expenses and management fee structure
16. Indemnification: Indemnification provisions for partners and related parties
17. Dissolution and Liquidation: Procedures for partnership dissolution and asset distribution
18. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
19. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's operation, defining key persons and consequences of their departure
2. Co-Investment Rights: Include when partners or affiliated entities have rights to co-invest in portfolio companies
3. ESG Provisions: Environmental, Social and Governance requirements, increasingly important for international investors
4. FCPA/Anti-corruption: Detailed anti-corruption provisions, particularly important when dealing with international investors
5. Strategic Investor Rights: Special provisions for strategic investors with industry expertise or strategic value
6. Partnership Representative: Required when the partnership needs specific representation for tax or regulatory matters
7. Investment Committee: Detailed provisions about the investment committee structure when required by investors
8. Advisory Board: Structure and rights of an advisory board when required by major investors
9. Alternative Investment Vehicles: Provisions for establishing parallel vehicles for tax or regulatory purposes
10. Sharia Compliance: Required when the partnership needs to comply with Islamic finance principles
1. Schedule 1 - Capital Commitments: Detailed list of partners and their committed capital amounts
2. Schedule 2 - Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits
3. Schedule 3 - Management Fee Calculations: Detailed provisions for calculating and paying management fees
4. Schedule 4 - Distribution Waterfall: Detailed calculations and examples of the distribution waterfall
5. Schedule 5 - Valuation Policy: Detailed methodology for valuing partnership investments
6. Schedule 6 - Form of Subscription Agreement: Standard form for admitting new Limited Partners
7. Schedule 7 - Form of Transfer Agreement: Standard form for transferring partnership interests
8. Schedule 8 - Key Person Events: Definition of key persons and consequences of key person events
9. Appendix A - Anti-Money Laundering Requirements: AML compliance requirements and procedures
10. Appendix B - Tax Considerations: Summary of relevant Indonesian tax considerations
11. Appendix C - Regulatory Disclosures: Required disclosures under Indonesian law and regulations
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