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Simple Limited Partnership Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that establishes a limited partnership (Commanditaire Vennootschap/CV) between general partners who manage the business and limited partners who invest capital but have limited liability and involvement in management. The agreement complies with the Indonesian Commercial Code (KUHD) and related regulations, outlining capital contributions, profit sharing, management rights, and partner obligations while providing a framework for business operations and partner relationships.

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What is a Simple Limited Partnership Agreement?

The Simple Limited Partnership Agreement is a foundational document used in Indonesia when establishing a Commanditaire Vennootschap (CV), a popular business structure for small to medium-sized enterprises. This agreement is essential when one or more parties wish to actively manage a business (general partners) while others want to invest capital without involvement in day-to-day operations (limited partners). It complies with the Indonesian Commercial Code (KUHD) and recent business regulations, making it suitable for both local and foreign investment structures. The document covers crucial aspects such as capital contributions, profit sharing, management rights, partner obligations, and liability limitations, while providing flexibility for business growth and partner relationships.

What sections should be included in a Simple Limited Partnership Agreement?

1. Parties: Identifies and provides details of the General Partner(s) and Limited Partner(s), including their legal names, addresses, and registration numbers if applicable

2. Background: Sets out the context of the agreement and the parties' intention to form a limited partnership

3. Definitions: Defines key terms used throughout the agreement

4. Partnership Formation: Establishes the creation of the partnership, its name, and business purpose

5. Capital Contributions: Details the initial and any agreed future capital contributions of all partners

6. Roles and Responsibilities: Defines the duties and authority of General Partner(s) and limitations on Limited Partner(s)' involvement

7. Profit and Loss Distribution: Specifies how profits and losses will be shared among partners

8. Management and Control: Outlines management structure and decision-making processes

9. Bank Accounts and Financial Records: Establishes requirements for maintaining partnership finances and records

10. Transfer of Partnership Interests: Sets out rules for transferring partnership interests to other parties

11. Term and Termination: Specifies partnership duration and conditions for termination

12. Dissolution and Liquidation: Procedures for winding up the partnership and distributing assets

13. Governing Law: Confirms Indonesian law as governing law and jurisdiction

14. Notices: Specifies how formal communications between partners should be made

15. Execution: Signature blocks and execution formalities

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

1. Non-Competition: Restricts partners from competing with the partnership - include when partners have other business interests

2. Intellectual Property: Addresses ownership and use of IP - include when partnership will develop or use significant IP

3. Foreign Investment Provisions: Special provisions for foreign partners - include when there are foreign partners

4. Additional Capital Calls: Procedures for requesting additional capital - include for partnerships anticipating future capital needs

5. Dispute Resolution: Detailed arbitration or mediation procedures - include when partners want alternative dispute resolution

6. Insurance: Required insurance coverage - include for high-risk business activities

7. Employment of Partners: Terms for partners' employment in the business - include when partners will be actively employed

What schedules should be included in a Simple Limited Partnership Agreement?

1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial capital contributions

2. Schedule B - Profit Sharing Ratios: Specific percentages or formulas for profit and loss allocation

3. Schedule C - Business Plan: Initial business plan and objectives of the partnership

4. Schedule D - Partner Details: Complete partner information including contact details and tax numbers

5. Appendix 1 - Partnership Registration Documents: Copies of official registration documents and licenses

6. Appendix 2 - Management Procedures: Detailed procedures for day-to-day management and decision-making

Authors

Alex Denne

Advisor @ 蜜桃传媒AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Indonesia

Cost

Free to use

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