| name | lpa-agreement |
| title | Limited Partnership Agreement (LPA) |
| description | Drafts institutional-quality Limited Partnership Agreements for PE/VC fund formation. Covers GP/LP terms, capital commitments, distribution waterfall, carried interest, LPAC governance, clawback, and tax provisions. Use when drafting LPA, fund formation agreement, limited partnership terms, or PE/VC fund documents. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/lpa-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | investment-funds |
| language | en |
Limited Partnership Agreement (LPA)
Drafts a formal "Amended and Restated Agreement of Limited Partnership" governing the GP/LP relationship across a fund's full lifecycle.
Prerequisites
Gather before drafting — prompt the user for any missing items:
- Fund name, jurisdiction, target size, investment strategy
- Management fee rate/basis, carry %, preferred return %, waterfall type (deal-by-deal vs. whole-fund)
- Key persons triggering key person provisions
- Term sheet or PPM (if available)
- Side letter commitments, co-investment arrangements
- Governing law (state RULPA)
Quick Start
Draft with table of contents and consistent defined-term capitalization. Follow this article structure:
| Art. | Subject | Key Contents |
|---|
| I | Formation & Purpose | Statutory authority, registered agent, purpose clause, investment thesis limitations |
| II | Definitions | Capitalized terms, alphabetical |
| III | Term | Initial term from final closing, investment period (~5 yrs), extension mechanism (2 x 1-yr, LPAC/LP approval) |
| IV | Capital Commitments | Subscription Agreements, pro rata capital calls, 10-30 day notice, default remedies |
| V | Allocations & Distributions | IRC 704(b) allocations, four-tier waterfall, tax distributions |
| VI | Management & Governance | GP authority, key person provisions, management fee, fee offsets, LPAC |
| VII | GP Obligations & LP Protections | Clawback, LP liability cap, fiduciary standards |
| VIII | Transfer Restrictions | Consent, permitted transfers (affiliates, estate vehicles), transferee conditions |
| IX | Tax Provisions | Pass-through status, K-1 delivery, 754 election, BBA audit regime, withholding |
| X | Dissolution & Liquidation | Triggering events, wind-up, final accounting, 90-day LP objection period |
| XI | General Provisions | Amendments, notices, confidentiality, governing law, severability |
Core Economic Terms
Distribution Waterfall
Tier 1 — Return of Capital: 100% to LPs until distributions = contributed capital
Tier 2 — Preferred Return: 100% to LPs until [8]% IRR (specify compounding)
Tier 3 — GP Catch-Up: 100% to GP until GP has [carry %] of Tiers 2+3
Tier 4 — Carried Interest Split: [80]% LPs / [20]% GP
