Model Limited Partnership Agreement

In June 2025, the Ministry of Economy, Trade and Industry (METI) prepared and published a highly versatile model limited partnership agreement (Model LPA), reflecting the latest business practices and legal developments, to assist in the preparation of partnership agreements (LPAs) for Investment Limited Partnerships (LPS) (2025 Edition Model LPA).

The 2025 Edition Model LPA consists of five separate volumes according to purpose. In particular, Volume IV is an English-language model agreement. It was prepared in response to the previous absence of an English template aligned with global practice, which had made it difficult for LPS structures to attract investment from foreign investors. The contents reflect the latest practices and laws and are formatted in accordance with the style and structure commonly used in internationally recognized limited partnership agreements. Users are encouraged to make active use of this model.

Volume V provides commentary on key points of Volume IV and includes, as appendices, a sample initial agreement and its Japanese translation (Initial LPA). This is expected to eliminate the need to prepare a full Japanese translation of a lengthy English agreement for registration purposes, thereby facilitating the early establishment of an LPS. Users are encouraged to make active use of this resource as well.

The Model LPA is intended as a draft for negotiation. Modifications will be necessary depending on the fund's policy and characteristics. When preparing an agreement, please obtain professional advice as appropriate.