Lpa Agreement

Draft Institutional LPA Documents in Minutes, Not Hours

14 minutes with CaseMark

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14 minutes with CaseMark

What you'll need

Term Sheet or PPM
Fund Details Summary

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's LPA Agreement skill drafts comprehensive, institutional-quality Limited Partnership Agreements for private equity and venture capital fund formation. Covering all eleven standard articles — from formation and capital commitments through distribution waterfalls, LPAC governance, tax provisions, and dissolution — the AI produces a complete, cross-referenced agreement ready for counsel review and negotiation.

Drafting a Limited Partnership Agreement from scratch is one of the most time-intensive tasks in fund formation, often requiring days of attorney time to produce a complete, internally consistent document. Managing the interplay between economic terms, governance provisions, tax allocations, and regulatory requirements across dozens of pages creates significant risk of errors, inconsistencies, and missed provisions.

CaseMark automates the heavy lifting of LPA drafting by generating a complete, article-by-article agreement from your term sheet and fund parameters. The AI ensures internal consistency across defined terms, cross-references, and economic provisions, delivering an institutional-quality draft that your team can review, customize, and move into negotiation immediately.

How it works

1. Upload your term sheet, PPM, and fund details including economics and governance terms
2. AI drafts a complete institutional-quality LPA with all eleven articles and defined terms
3. Review and customize waterfall mechanics, carry terms, LPAC provisions, and governance clauses
4. Export the finalized LPA in your preferred format (DOCX, PDF)

What you get

Formation & Purpose
Definitions
Term & Extension Provisions
Capital Commitments & Default Remedies
Allocations & Distribution Waterfall
Management, Governance & LPAC
GP Obligations & LP Protections
Transfer Restrictions
Tax Provisions
Dissolution & Liquidation
General Provisions

What it handles

Complete article-by-article LPA structure with table of contents and defined terms
Distribution waterfall drafting with four-tier economics and tax distributions
GP authority, key person provisions, management fee, and LPAC governance clauses
Clawback, LP liability protections, and fiduciary standard provisions
IRC 704(b) allocations, K-1 delivery, 754 elections, and BBA audit regime coverage
Transfer restrictions, dissolution triggers, and wind-up procedures

Required documents

Term Sheet or PPM
The fund's term sheet or private placement memorandum outlining key economic and governance terms
.pdf, .docx
Fund Details Summary
Fund name, jurisdiction, target size, investment strategy, management fee, carry, preferred return, and waterfall structure
.pdf, .docx, .txt

Supporting documents

Side Letters
Existing side letter commitments or MFN provisions to incorporate into the LPA
.pdf, .docx
Co-Investment Arrangements
Co-investment terms, allocation procedures, or vehicle structures
.pdf, .docx
Prior LPA or Precedent
A prior fund LPA or firm precedent to align style and structure preferences
.pdf, .docx

Why teams use it

Reduce LPA drafting time from days to minutes while maintaining institutional quality and completeness

Ensure consistent defined-term capitalization, cross-references, and article structure throughout the agreement

Capture complex economic terms including multi-tier waterfalls, clawback mechanics, and fee offset provisions accurately

Produce negotiation-ready documents that address GP authority, LP protections, and regulatory compliance from the start

Questions

What type of LPA does this skill produce?

CaseMark generates a full Amended and Restated Agreement of Limited Partnership suitable for institutional PE/VC fund formation. It covers all standard articles from formation through dissolution, including economic terms, governance, and tax provisions.

Does the LPA include distribution waterfall provisions?

Yes. CaseMark drafts a complete four-tier distribution waterfall including return of capital, preferred return, GP catch-up, and carried interest splits. It supports both deal-by-deal and whole-fund waterfall structures based on your inputs.

Can I customize the management fee, carry percentage, and preferred return?

Absolutely. You provide your specific economic terms — management fee rate and basis, carry percentage, preferred return, and waterfall type — and CaseMark incorporates them throughout the agreement with consistent cross-references.

Does the output address tax compliance and partnership audit rules?

Yes. CaseMark includes comprehensive tax provisions covering IRC 704(b) allocations, K-1 delivery timelines, Section 754 elections, BBA partnership audit regime compliance, withholding obligations, and pass-through status maintenance.

How does CaseMark handle LPAC governance and key person provisions?

The generated LPA includes detailed LPAC formation, composition, and approval rights, as well as key person event triggers, consequences, and cure mechanisms — all drafted to institutional standards.

Can I incorporate side letter commitments and co-investment terms?

Yes. Upload any existing side letter commitments or co-investment arrangements and CaseMark will integrate relevant provisions, including MFN mechanics and co-investment allocation procedures, into the LPA.