영문투자약정서(English investment partnership agreement)

소개글

해외투자유치, 해외벤처번드, PEF펀드 등 해외 PARTNER와 투자계약을 할 경우 참고할 수 있는 영문 투자계약서, 투자펀드 규약에 관한 표준 계약서임다.

목차

Chapter . General Provisions

Article 1 Purpose
Article 2 Name and Location
Article 3 Establishment Date of Partnership
Article 4 Definition
Article 5 Compliance with Applicable Laws and Regulations
Article 6 Amendment
Article 7 Jurisdiction

Chapter II. Contribution

Article 8 Contribution
Article 9 Composition of Contribution
Article 10 Method of Contribution
Article 11 Issuance of Partnership Certificate

Chapter Ⅲ. Partners and General Meeting of Partners

Article 12 Eligibitility of Partners
Article 13 Composition of Partners
Article 14 Terms of Partnership
Article 15 Inaugural General Meeting
Article 16 Rights and Obligations of Partner
Article 17 Withdrawal of Partners
Article 18 Dismissal of Partners
Article 19 Transfer of Partner’s Partnership Interest
Article 20 Succession to Partner’s Status and Representation by Agent
Article 21 Deferral of the Principal Amount of the Contribution of the Withdrawn Partner
Article 22 General Meeting of Partners
Article 23 Convening and Operation of General Meeting of Partners
Article 24 Audit by Partners

Chapter Ⅳ. Operation of Partnership

Article 25 Authority and Duty of the Managing Partner
Article 26 Responsibility of the Partners
Article 27 Operational Expenses of Partnership
Article 28 Management Fee

Chapter Ⅴ. Management and Operation of Partnership Assets

Article 29 Ownership of Partnership Assets
Article 30 Principles in Management and Operation of Partnership Assets
Article 31 Investment Method
Article 32 Operation of Subpartnership
Article 33 Limit and Restriction on Investment
Article 34 Management of Un-invested Partnership Assets
Article 35 Investment Briefing Session

Chapter Ⅵ. Distribution of Partnership Assets

Artciel 36 Assets to be Distributed
Article 37 Method of Distribution
Article 38 Amount and Timing of Distribution
Article 39 Compensation for Loss
Article 40 Indemnity for Loss

Chapter Ⅶ. Accounting

Article 41 Fiscal Year
Article 42 Accounting Principles
Article 43 Valuation of Investment Securities
Article 44 Financial Report
Article 45 Inspection of Accounting Book

Chapter Ⅷ. Dissolution and Liquidation

Article 46 Dissolution
Article 47 Liquidator
Article 48 Duties and Authority of Liquidator
Article 49 Duties and Responsibilities of Liquidator
Article 50 Remuneration for Liquidator
Article 51 Procedure of Liquidation

Chapter Ⅸ. Supplementary Provisions

Article 52 Partial Invalidation of Agreement
Article 53 Interpretation and Supplement
Article 54 Agreement of Partners
Article 55 Term
Article 56 Notice

본문내용

Article 4 (Definition)

The terms used in this investment partnership agreement (this “Agreement”) shall have the following meanings:

1. “Contribution” shall mean the act of acquiring an ownership interest in the Partnership by making a contribution to the Partnership.

2. “Partnership Interest” shall mean the percentage of ownership held by a Partner with regard to the Partnership Assets.

3. “Partnership Certificate” shall mean a certificate evidencing the amount of each Partner’s contribution and representing the property right exercisable by each Partner with regard to the Partnership, which shall be issued and delivered by the Managing Partner in accordance with this Agreement.

Article 5 (Compliance with Applicable Laws and Regulations)

(1) The Partnership shall comply with the Specialized Credit Financial Business Act, the Act on Financial Support of New Technology Business and the provision under the Civil Code applicable to the Partnership (collectively, the “Applicable Laws”), and shall also be subject to the Support for Small and Medium Enterprise Establishment Act, if necessary.

(2) In case of any conflict between this Agreement and the amended provisions of the Applicable Laws, the Applicable Laws shall prevail.

참고 자료

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