A Guam Certificate of Limited Partnership is a legal document that establishes a Limited Partnership (LP) in Guam, a territory of the United States. In the context of a New Private Equity Fund, this certificate represents the formation and registration of a limited partnership specifically for the purpose of managing and investing in private equity assets. The Certificate of Limited Partnership serves as proof of the LP's existence and sets out the terms and conditions for its operation. It is filed with the Guam Department of Revenue and Taxation, and once approved, provides the LP with legal recognition and protection. The key elements typically included in a Guam Certificate of Limited Partnership for a New Private Equity Fund are: 1. Name of the Partnership: The certificate will specify the chosen name of the limited partnership, which should comply with the naming rules and regulations of Guam. 2. General Partner(s): The certificate will identify the general partner or partners who have the authority and responsibility for managing the LP's business operations. General partners have unlimited personal liability for the partnership's debts and obligations. 3. Limited Partner(s): The certificate will also outline the limited partner or partners, who are passive investors and have limited liability, meaning their personal assets are generally shielded from the partnership's debts. 4. Capital Contributions: The certificate will establish the capital contributions made by each partner and the agreed-upon profit and loss distribution among the partners. This section defines how the New Private Equity Fund will be funded, and the partnership's internal financial structure. 5. Purpose and Duration: The certificate will state the purpose of the LP, which, in the case of a Private Equity Fund, would be to acquire, manage, and sell equity in privately held companies. It will also define the duration of the LP, which can be perpetual or for a designated period. 6. Registered Office and Agent: The certificate will require disclosure of the partnership's registered office address in Guam and the name of a registered agent who will act as a point of contact for legal and administrative matters. Different types of Guam Certificates of Limited Partnership for New Private Equity Funds may include: a. Traditional Private Equity Fund LP: A standard LP structure in which there are one or more general partners responsible for management and one or more limited partners who provide capital. b. Master-Feeder Private Equity Fund LP: In this arrangement, there is a Master LP that oversees multiple Feeder LPs. The Feeder LPs pool investments from investors and forward them to the Master LP, which manages the overall portfolio. c. Sidecar Private Equity Fund LP: This LP structure is utilized when a Private Equity Fund wants to focus on specific investment opportunities. It is established as a parallel fund alongside an existing fund and allows investors to participate in alternative investments separate from the main fund. These are just a few examples of the various types of Guam Certificates of Limited Partnership for New Private Equity Funds that can be established. Each type may vary in its structure and specific provisions depending on the fund's investment strategy and objectives.
Guam Certificate of Limited Partnership of New Private Equity Fund
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The Limited Partnership Fund Ordinance (Cap. 637) (?LPFO?) provides for the registration of funds as LPFs. It also provides for the operation, striking off, deregistration, dissolution and winding up of the registered funds.
An LPF is the perfect Hong Kong domiciled fund structure for private equity funds and other closed ended private capital funds that wish to adopt a limited partnership structure. Fund managers with existing offshore private capital funds will find the LPF structure very similar.
Although a private equity fund may be advised by an adviser that is registered with the SEC, private equity funds themselves are not registered with the SEC. As a result, private equity funds are not subject to regular public disclosure requirements.
Qualified Purchasers generally invest in a "3c7" limited partnership that can only accept Qualified Purchasers. Accredited Investors who are not qualified purchasers generally invest in the "3c1" limited partnership.
An LPF is a fund that is structured in the form of a limited partnership which will be used for the purpose of managing investments for the benefit of its investors.
OFCs are regulated by the Securities and Futures Commission (SFC), while LPFs are registered with the Companies Registry and must comply with the Limited Partnership Fund Ordinance (LPFO), which is administered by the Company Registry (CR).
An OFC is a separate legal entity whereas a unit trust is a relationship which relies on the trustee to enforce the contractual obligations entered into by the trustee on the trust's behalf. Private OFCs are not subject to investment restrictions.
By contributing capital, investors become 'Limited Partners' of the fund. As such, the fund is structured as a 'Limited Partnership'.
