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Capital commitment meaning

What does Capital commitment mean?
Capital commitment is the binding maximum amount an investor (usually a limited partner) agrees to contribute to a private equity or other closed-ended fund, typically structured as a limited partnership. It is funded over time by capital calls (drawdowns) during the investment period and recorded on the fund’s register as that limited partner’s capital commitment. The term is primarily contractual and defined in the limited partnership agreement and subscription documents; UK legislation (for example, the Limited Partnerships Act 1907) refers to capital and contributions rather than “capital commitment”. Irish fund legislation (the Investment Limited Partnerships Act 1994, as amended) uses the concept, but usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. A capital commitment determines an investor’s pro rata share of investments, management fees, carried interest and voting. Amounts not yet funded are the unfunded commitment. Key terms commonly address the commitment period, excuse/opt-out rights, transferability, and default remedies for missed calls (interest, suspension, forced sale or forfeiture). On secondary transfers, the buyer typically assumes the seller’s remaining unfunded commitment unless agreed otherwise. Lenders to funds frequently take security over uncalled capital commitments in subscription line facilities.
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View the related News about Capital commitment

NEWS
Weekly financial services regulatory briefing: UK, EU and international developments across conduct, prudential, operational resilience, enforcement, sanctions, capital markets, payments and crypto (week of 23 October 2025)

In this issue: Beyond Brexit UK, EU and international regulators and bodies Authorisation, approval and supervision Prudential requirements Operational resilience Complaints, compensation and claims management Financial crime and sanctions Consumer credit, mortgage and home finance Conduct requirements Investigations, enforcement and discipline Regulation of capital markets Regulation of derivatives Sustainable finance and ESG Banks and mutuals Investment funds and asset management UK MiFID II EU MiFID II Regulation of insurance Payment services and systems Fintech and cryptoassets LexTalk®Financial Services: a Lexis®Nexis community Dates for your diary Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts Beyond Brexit FCA updates guidance on the financial services contracts regime, temporary permissions regime and leaving SRO or CRO The Financial Conduct Authority (FCA) has refreshed its guidance covering the temporary permissions regime, the financial services contracts regime, and how firms...

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NEWS
UK pensions update: government review and Pension Schemes Bill; eased FRC stewardship reporting; TPR–ITV Box Clever settlement; gateway tests urged for PPF public consolidator

In this issue: Funding and investment Pensions Regulator Types of pension scheme Daily and weekly news alerts Dates for your diary Trackers Funding and investment Government launches promised pensions review as part of its economic growth mission On 20 July 2024, the Chancellor of the Exchequer, Rachel Reeves, confirmed the start of the official pensions review, fulfilling Labour’s pre-election manifesto commitment. This review sits within the new administration’s drive to ‘boost growth and make every part of Britain better off’. It will prioritise channelling more investment, growing savers’ pension pots, and cutting waste across the pensions framework. Ministers contend that redirecting defined contribution schemes could unlock £8 billion of fresh productive capital for the UK economy, while raising individual pension pots by more than £11,000. The £360 billion Local Government Pension Scheme—hailed as ‘an engine for UK growth’—is likewise in scope, as the government explores how to release its investment capacity and address its £2 billion outlay...

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NEWS
UK, EU and international financial services: weekly regulatory and enforcement updates across prudential, markets and benchmarks, payments, sanctions, ESG and consumer credit, plus consultations and key dates — 24 October 2024

In this edition: UK, EU and international regulators and bodies Prudential requirements Financial stability Risk management and controls Financial crime and sanctions Investigations, enforcement and discipline Regulation of benchmarks and IBOR reform Regulation of capital markets Regulation of derivatives Sustainable finance and ESG EU MiFID II Consumer credit, mortgage and home finance Regulation of insurance Payment services and systems Fintech and cryptoassets Amendments to EEA Agreement Annex IX (Financial Services) Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Dates for your diary UK, EU and international regulators and bodies ESMA launches survey on legal identifiers The European Securities and Markets Authority (ESMA) has launched a survey on legal identifiers to collect evidence on the effects of allowing alternatives within reporting or record keeping obligations. Replies are requested by 12 November 2024. See: LNB News...

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PRACTICE NOTES
UK Corporation Tax: Land Remediation Relief for Contaminated and Derelict Land—Eligibility, 150% Deductions, Tax Credits, Exclusions and 2024–2025 Policy Developments

What is land remediation relief? (LRR) LRR provides corporation tax relief on expenditure incurred in remediating contaminated land or in bringing derelict sites back into use. In 2009, the regime was broadened to address market failure by returning long-term derelict land to use, bringing such sites back into use. An incentive applies where land, whose development has been affected by various kinds of continuing dereliction, is brought back into productive use. The extension was intended to correct market failure by encouraging activity on sites blighted by ongoing dereliction. The relief was at risk of being discontinued after 2012; however, the 2012 Budget confirmed it would continue. The October 2024 HM Treasury Corporate Tax Roadmap, published alongside Autumn Budget 2024, notes the new Labour government’s commitment to a brownfield-first approach, prioritising the development of previously used land wherever possible. Given the time since the last review of LRR, and the potential for it to help progress the government’s objectives, the Roadmap announced that a consultation would be launched to...

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PRACTICE NOTES
25 Year Environment Plan to Environmental Improvement Plan 2023: Environment Act 2021 framework, policy developments and progress monitoring—archived tracker

ARCHIVED: This Practice Note is archived and not kept up to date or maintained. Context of the 25 Year Environment Plan In January 2015, the Committee (NCC) recommended that government should draw up a 25 Year Plan for the Environment. The 2015 government manifesto included a commitment to develop a 25-year plan to restore the UK’s biodiversity and to ensure that both public and private investment in the environment is directed to where we need it most. In January 2017, the NCC advised that the 25 Year Plan ought to be put on a statutory footing. For more information, see also News Analysis: Developing the government’s 25-year environment plan. In September 2017, the NCC issued advice on the government’s 25 year environment plan (25 YEP). On 11 January 2018, A Green Future: Our 25 Year Plan to Improve the Environment was published. As Theresa May noted in the Foreword, the Plan’s core aims are ‘cleaner air, plants and animals which are thriving, and a cleaner, greener country for...

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PRACTICE NOTES
City Code on Takeovers and Mergers Rule 2: secrecy, leaks, announcement triggers, content and timing; PUSU, sale processes, cash confirmations; Panel practice, rulings and recent amendments

This Resource Note summarises the key features of Rule 2 of the City Code on Takeovers and Mergers (the Code), addressing strict confidentiality obligations ahead of any announcement and both the scheduling and substance of offer announcements. It signposts pertinent materials, commentary and guidance issued by the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK commentary and tools, to provide practical insight and guidance into interpreting and applying Rule 2. Materials referenced in this Resource Note comprise the following: Practice Statements released by the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) (Executive), which offer informal guidance on how the Executive usually interprets and applies the Code Panel Statements (P/S) and Panel Instruments issued by the Panel Public Consultation Papers (PCP) and Response Statements (RS) from the Code Committee the Panel’s published Annual Reports discussing general overarching issues (Annual Reports) newsletters, together with technical and procedural notes published by the Financial Conduct Authority (FCA)...

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PRECEDENTS
Precedent equity commitment letter for private share acquisition (England and Wales): investor undertakings to fund buyer’s completion alongside bank facilities

[ On the Investor’s letterhead ] Strictly confidential and private To: The Shareholders of [ insert target name ] [ insert address ] ( Sellers ) From: [ insert Investor name ] of [ insert address ] in its role as manager of [ insert Fund names ] (respectively, Investor and Equity Investors ) Date: [ insert date ] Dear Sellers, Sale of [ insert name and registered number of company ] (Company) 1 We write in relation to the acquisition of the entire issued share capital of the Company by [ insert name of newco ] Limited ( Buyer ), under a sale and purchase agreement between the Sellers and the Buyer to be executed on the date of this letter ( SPA ). Unless stated otherwise, the terms used in this letter carry the meanings assigned to them in the SPA...

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PRECEDENTS
Private fund limited partnership agreement (PFLLP) precedent with capital and loan commitments, carried interest waterfall, general partner powers, transfers and removal (England and Wales)

This limited partnership Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of general partner ] of [ insert address ] (the General Partner); and Each of the persons named in Schedule 1, Part B. BACKGROUND The Limited Partnership is registered as a limited partnership and designated as a private fund limited partnership in England under the LPA 1907 with number LP [ insert number ]. The General Partner has agreed to act as the general partner of the Limited Partnership and to manage the business of the Limited Partnership, and the Limited Partners have agreed to make Contributions to the Limited Partnership on the terms set out below. The General Partner and the Limited Partners intend that the Limited Partnership will carry on the Business and agree to regulate the affairs of the Limited Partnership on the terms set out below. ...

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PRECEDENTS
Precedent non-binding letter of comfort for a bilateral facility agreement: parent or shareholder present intention to support borrower; no legally binding obligations

[ On headed notepaper of comfort letter provider ] To: [ insert the full name and address of the lender ] [ insert date ] Dear [ insert full name of lender ] Facility Agreement dated [ insert date ] (the Facility Agreement) between [ insert name of borrower ] (the Borrower) and [ insert name of lender ] (the Lender) We refer to the Facility Agreement and set out below our confirmations: [ The Borrower is a company wholly owned by us. OR We beneficially hold [ insert percentage ] per cent of the Borrower’s issued share capital. ] Our current policy is to see that the Borrower has sufficient [ financial ] resources to discharge its obligations as they fall due. The statement at paragraph 2 represents a present intention offered for comfort only. It is neither intended to be, nor should it be interpreted as, a commitment regarding future conduct. [ We are under no duty to...

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