Limited partner eligibility representations
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docs(corporate): add Domestic Investor Alignment section to limited-partner-eligibility-representations -- real Offering Prospectus Section 4 fact (direct Investment Unit ownership restricted to Canadian residents; foreign/multi-generational capital routed through Club Deals or Canadian SPVs), folded into the existing residency-representation article rather than a new stub since the underlying restriction is the same one already covered from the LPA's own text (EN+ES)
@@ -34,6 +34,16 @@ Each limited partner also represents and warrants four substantive facts about i A separate representation addresses financial institution status — covered in [[limited-partnership-structure|Limited Partnership Structure]] and [[investment-units|Investment Units]], and not repeated here. ## How foreign and multi-generational capital participates The non-resident representation reflects a deliberate design choice, not only a tax technicality: direct ownership of Investment Units is intended to be restricted to residents of Canada. Foreign and multi-generational capital is intended to obtain exposure to the partnership through Club Deals or special purpose vehicles established in Canada, rather than by holding Investment Units directly. This routes indirect capital through a Canadian-resident vehicle that itself can make the representations in this article, rather than exempting foreign capital from them. ## The representations must stay true, not just be true at subscription The limited partnership agreement does not treat these representations as a one-time gate. Each limited partner must maintain the status it represented for as long as it remains a partner, and it may not transfer its units, in whole or in part, to anyone who could not make the same representations. A representation that was accurate at subscription and later becomes false is a breach of an ongoing covenant, not a historical fact that stops mattering once the units settle.