The limited partnership agreement, or LPA, is the contract that creates a private equity or venture fund as a limited partnership and sets out the general partner's authority, the limited partners' economic rights, the fee and carried-interest terms, and the order in which fund proceeds are paid out.
No provincial Limited Partnerships Act requires the LPA itself to be in writing — Ontario's, for instance, requires only filing a declaration to register the partnership — but a written agreement is essential in practice, precisely because it is what fixes each limited partner's rights on profit allocation, exit and consent, and what keeps a limited partner's own conduct inside the boundary that preserves its limited liability.
Canadian GPs and LPs rarely draft an LPA from a blank page. The Canadian Venture Capital and Private Equity Association maintains a Fund Formation Documents library of CVCA-annotated versions of the Institutional Limited Partners Association's model Limited Partnership Agreement, Subscription Agreement and Term Sheet, each available with a redline against the underlying ILPA text and a French translation, stated purpose being to "greatly reduce the time and cost associated with the preparation and review of private capital financings." Negotiating from that common starting point is also why terms like the distribution waterfall look structurally similar across otherwise unrelated Canadian funds, even though the percentages inside each one never are.
Beyond the waterfall, the terms an investor actually has to read closely are the ones that move real money before any deal is ever sold: the management fee basis (usually calculated on committed capital during the investment period and on invested capital afterward, at whatever rate this particular LPA states — no external source publishes a standard Canadian rate), the investment period and its extensions, the key-person provision that can suspend new investing if named principals leave, and the removal-for-cause mechanics that let limited partners replace the GP. All of it is negotiated once, at closing, and is very hard to reopen afterward.
Maple Ridge Capital Fund II, LP's own LPA, negotiated from the CVCA/ILPA model, sets a five-year investment period with two one-year extensions at the GP's discretion, an eight-year fund term, a key-person clause naming two named principals, and requires consent from limited partners holding a majority of commitments before the GP can raise the fund above its stated size.
See also: General partner · Limited partner · Distribution waterfall.
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