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The Deed
0. THE DEED
1. DICTIONARY
2.1
Investment Plan
2.2 Continuity of
the Partnership
2.3
Continuity as a limited partnership
2.4 Venture
Capital Limited Partnership
2.5 Partner status
2.6
Exclusion of the Partnership Act, other statutes and laws
2.7 Name
2.8 Registered Office
2.9 Documents and
lodgings
3. CAPITALISATION OF THE PARTNERSHIP
3.1
Admission of the Initial Subscribers
3.2
Retirement of the Initial Limited Partner
3.3
Recording the admission of Initial Subscribers
3.4
Admission of additional Limited Partners
3.5
Recording additional Limited Partners
3.6 Capital calls
3.7 Timing of
Capital Contributions
3.8 Decrease
in the Paid-Up Proportion
3.9 Capital Accounts
3.10
Borrowing and security by the Partnership
4. CONTRIBUTION ARREARS AND OTHER DEFAULT
4.1
Delinquent contributions
4.2 Other default
4.3 Consequences of
default
4.4 Appropriateness
of remedies
5. PARTNERSHIP PROFITS AND LOSSES
5.1
Financial Year
5.2 Interim period
5.3 Distributions
6. DISTRIBUTIONS OTHER THAN IN DISSOLUTION
6.1
General
6.2 Exception
6.3 Priority
7. PARTNERSHIP ACCOUNTS, RECORDS AND REPORTS
7.1
Partner register
7.2
Maintenance and access to records
7.3 Auditor
7.4
Partnership Accounts, reports and tax information
7.5 Valuation of
Investments
8. MANAGEMENT OF THE PARTNERSHIP
8.1
Reinvestment
8.2 No
limitation of the General Partner
8.3 Powers of the
General Partner
8.4
Limitations on powers of the General Partner
8.5 Competition
8.6
Authorised activities of the General Partner
8.7
General obligations of the General Partner
8.8
Power of the General Partner to bind the Partnership
8.9
Appointments by the General Partner
8.10
Limited Partners must comply with directions of Appointees
8.11
Notification obligation of the General Partner
8.12
Powers and obligations of Limited Partners
8.13 Disclosures
8.14 Advisory Committee
8.15
Firm-Name, Firm-Mark and other intellectual property rights
8.16 Amendment of this
deed
9.1
Disposal of the Partnership Interest of a Limited Partner
9.2
[Pre-emptive rights on Transfers by Limited Partners]
9.3 Transfer
to another Limited Partner
9.4 Substituted
Limited Partner
9.5 Change of
trustee or custodian
9.6 Transfer to an
Affiliate
9.7
Voluntary retirement of the General Partner
9.8
Obligatory retirement of the General Partner
9.9
Interim, successor and liquidating General Partners
9.10 Death of a
Limited Partner
9.11
Other Transmission Event in respect of a Limited Partner
9.12
[Drag along rights of Limited Partners]
9.13
Amendment of the Register and the effect of Deeds of Accession
10. DURATION AND TERMINATION OF THE PARTNERSHIP
10.1
Dissolving events
10.2
Extension of the term of the Partnership
10.3 Winding up
of the Partnership
11. LIABILITY AND INDEMNIFICATION
11.1
Liability of the Limited Partners
11.2
Liability of the General Partner and the Advisory Committee
11.3 Dealings
11.4 Indemnity
of the General Partner
11.5
Indemnity of directors of investee companies
11.6
Indemnity of members of the Advisory Committee
11.7 Tax
11.8 Indemnity as
attorney
11.9 Conduct of claims
12.1
Application
12.2 Convening of
meetings
12.3 Postponing meetings
12.4 Notice
12.5 Quorum at meetings
12.6 Chair of meetings
12.7 Attendance at
meetings
12.8 Representation
at meetings
12.9 Conduct of meetings
12.10 Decisions at
meetings
12.11 Voting rights
12.12 Resolutions
without meetings
12.13 Signing of minutes
12.14 Minutes as evidence
13. MANAGEMENT FEE
13.1
Entitlement to the Management Fee
13.2
Adjustment on termination of this deed
14. POWER OF ATTORNEY AND AGENT FOR SERVICE
14.1
Power of attorney
14.2 Agent for service
15. CONFIDENTIALITY
15.1
Limited Partners
15.2 General Partner
16. LIMITATION OF LIABILITY OF LIMITED PARTNERS
16.1
Capacity as trustee or responsible entity
16.2 Rights of other
parties
16.3 Enforcement
16.4 Winding up
16.5 Exceptions
17. GST
17.1
Consideration exclusive of GST
17.2 Consideration
17.3 Tax Invoice
17.4 Payments
17.5 Adjustment Event
18. GENERAL
18.1
Notices
18.2 Governing law
18.3 Jurisdiction
18.4 Invalidity
18.5 Waivers
18.6 Cumulative rights
18.7 Survival of rights
18.8 No trust
18.9 Non-merger
18.10 Payments
18.11 Set-off
18.12 Costs and expenses
18.13 Further action
18.14 Entire agreement
18.15 Third party rights
18.16 Legal advice
18.17 Litigation fees
18.18 Counterparts
Schedules
C – DISTRIBUTIONS AND CARRIED INTEREST
F - RESTRICTED INVESTMENT PRACTICES
Attachments
D - EXAMPLES OF DISTRIBUTION PROVISIONS
E - EXAMPLES OF CARRIED INTEREST PROVISIONS
F - EXAMPLES OF PRE-EMPTIVE RIGHTS
G - EXAMPLE OF DRAG ALONG RIGHTS
Consensus
One Venture Capital Limited Partnership Deed
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