South Carolina Acuerdo de Sociedad Limitada para Fondo de Cobertura - Limited Partnership Agreement for Hedge Fund

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Fondos de capital privado: estructura y operaciones comerciales, por James M. Schell

South Carolina Limited Partnership Agreement for Hedge Funds — A Comprehensive Overview The South Carolina limited partnership agreement for hedge funds is a legal document that outlines the operational and governance structure of a hedge fund. It serves as a binding contract between the general partner(s) and limited partner(s), detailing their rights, responsibilities, and profit-sharing arrangements. This agreement is essential for ensuring transparent and legally compliant operations of hedge funds in South Carolina. Key Elements of the South Carolina Limited Partnership Agreement for Hedge Funds: 1. General Partner(s) — The agreement identifies the individual or entity responsible for managing the hedge fund's day-to-day operations, making strategic investment decisions, and maintaining compliance with state and federal regulations. 2. Limited Partner(s) — This section lists the investors who provide capital to the hedge fund but have limited liability in exchange for their investment. Limited partners do not engage in fund management activities. 3. Investment Objective and Strategies — The agreement outlines the hedge fund's investment objectives, risk appetite, and strategies. It may include provisions for investing in specific asset classes such as equities, bonds, derivatives, commodities, or alternative investments. 4. Capital Contributions — This section explains the process of capital contributions by partners and sets out the timing, amount, and methods of these contributions. It may also specify whether additional capital calls are possible during the fund's lifetime. 5. Profit Distribution and Compensation — The agreement describes how profits, losses, and fees will be allocated among general and limited partners. This section may detail management and performance fees, hurdle rates, and carried interest calculations. 6. Governance and Decision-Making — It explicitly defines the rights, responsibilities, and decision-making authority of each partner. It may include voting requirements for material actions, redemption policies, and dispute resolution mechanisms. 7. Dissolution and Liquidation — This section specifies the circumstances under which the partnership can be dissolved, outlines the liquidation process, and clarifies the distribution of assets to partners. Types of South Carolina Limited Partnership Agreements for Hedge Funds: 1. General Hedge Fund Partnership Agreement — This standard agreement outlines the general terms applicable to hedge funds in South Carolina, covering a wide range of strategies and asset classes. 2. Sector-Specific Hedge Fund Partnership Agreement — Some hedge funds may focus on specific sectors or industries, such as technology, healthcare, or real estate. This type of agreement tailors the terms and provisions to suit the unique characteristics of the chosen sector. 3. Master-Feeder Hedge Fund Partnership Agreement — In cases where a hedge fund operates as a master-fund structure with multiple feeder funds, this agreement governs the relationship between the master fund and its feeder funds, detailing investment allocations, profit-sharing, and reporting obligations. 4. Emerging Hedge Fund Partnership Agreement — Designed for newly established hedge funds, this agreement can offer more flexibility in terms of capital requirements, profit-sharing arrangements, and investment strategies compared to more traditional funds. The South Carolina limited partnership agreement for hedge funds is a crucial legal framework that ensures clarity and fairness in the operations of hedge funds. It provides both general and limited partners with certainty and protection while offering flexibility to customize terms based on the fund's objectives and strategies.

Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.
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FAQ

S.C. Code Ann. § 33-44-504(e) provides that Section is the exclusive remedy by which a judgment creditor may satisfy a judgment out of the distributional interests in an LLC.

Register Your South Carolina LLC Company Name. If you've decided that structuring your business as an LLC is your best option, it's time to name your new company. ... Select a Registered Agent. ... File Articles of Organization With the State. ... Secure a Federal Employer Identification Number. ... Formalize an Operating Agreement.

The Secretary of State may commence a proceeding to dissolve a limited liability company administratively if the company does not pay a fee, tax, or penalty imposed by this chapter or other law within sixty days after it is due.

SECTION 33-44-111. Service of process. (a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served upon the company.

SECTION 33-44-202. Organization. (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing.

Title 33 - Corporations, Partnerships and Associations. Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. Section 33-44-1002 - Application for certificate of authority. (8) whether the members of the company are to be liable for its debts and obligations under a provision similar to Section 33-44-303(c).

South Carolina Code of Laws Sections 33-44-108 through 33-44-111 contain the state law governing registered agents for limited liability companies. This includes the need to have an agent and office for service of process, the procedures for changing the agent or office, and what an agent must do to resign.

SECTION 33-44-202. Organization. (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing.

To register a foreign LLC in South Carolina, you'll need to file an Application for Certificate of Authority with the South Carolina Secretary of State and pay a $110 fee ($125 if filing online).

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Aug 4, 2022 — What Paperwork is Required to Begin a Limited Partnership? · The title of your partnership, · The name, address, and signature of your registered ... The Certificate of Limited Partnership document may either be completed as a PDF file and submitted by mail or it may be completed online through the state's ...Limited partnerships (LP): LPs are required to file a Certificate of Limited partnership in order to properly register with the South Carolina Secretary of ... THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of THE ENDOWMENT PMF MASTER FUND, L.P., a Delaware limited partnership (the “ ... (A) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a ... The process includes evaluating and advising on fund structure, formulating the appropriate hedge fund offering documents, structuring the hedge fund company ... Whereas corporations offer stock and LLCs offer memberships, limited partnerships offer interests. To register the hedge fund with the SEC, complete SEC Form D ... Oct 22, 2015 — A sample of provisions for distributions typical to a partnership agreement for a private equity fund, taken from Standard Document, Limited ... Mar 14, 2023 — Use this template as a starting point to draft a private equity limited partnership agreement. Private Equity Funds Structure and Organization May 3, 2023 — To become a limited partner of a fund, an investor must sign a countersignature page by which it agrees to be bound by the terms of the ...

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South Carolina Acuerdo de Sociedad Limitada para Fondo de Cobertura