Venture Capital Fund Formation Services
Our Approach
We form venture capital funds investing in early-stage companies. Clients often want optional features in their documents – from recycling provisions to key man events and suspension periods – and we address each of these during the questionnaire stage and incorporate them as needed.
Regulatory Advantages
VC funds are generally less regulated because they rely on the venture capital fund exemption under the Investment Advisers Act. To qualify, at least 80% of assets (excluding cash and cash equivalents) must be invested in qualifying portfolio companies (private, operating companies that don't issue debt as part of the investment).
No more than 20% of assets can be in non-qualifying investments (e.g., secondary trades or public securities), and borrowing is limited to 15% of committed capital for short-term purposes.
Structural Considerations
Structurally, master-feeder setups are uncommon for VC funds since they primarily invest in corporations and generally don't generate ECI, which can negatively affect foreign investors. As a result, most VC funds are structured as a single Delaware limited partnership, though master-feeder structures are occasionally used for specific investor needs.
Platform Solutions vs. Custom Structure
Platforms like AngelList offer pre-built VC fund solutions, which can be a good fit for smaller or first-time fund managers (and we sometimes recommend them). But these platforms are limited, with template-based documents and only minor tailoring in exhibits. If you want real flexibility and control over your terms, having your own structure is the better route.
Key Features & Benefits
Regulatory Advantages
- Venture capital fund exemption under Investment Advisers Act
- 80% minimum in qualifying portfolio companies
- Limited borrowing (15% of committed capital)
Flexible Structure
- Custom document features (recycling, key man events)
- Single Delaware LP structure (most common)
- Master-feeder options for specific needs, including offshore (Cayman / BVI) if applicable
Offshore Structure
Form and register the Cayman or BVI master or feeder, secure registered office/agent, prepare core constitutional documents, and coordinate with offshore counsel on all local filings, approvals, and government fees.
Scope of Work
Fund Documents
- Private Placement Memorandum
- Subscription Agreement
- Limited Partnership Agreement
- Investment Management Agreement
- Operating Agreement
Entity Formation
- Fund Entity (DE)
- General Partner Entity
- Investment Manager Entity (if necessary)
- Delaware Registered Agent
- EINs
Regulatory Filings
- Form D
Timeline
Delaware Fund Structure
Formation to first closing generally takes about four weeks, assuming you and your investors stay on task.
Offshore Feeder
Where a Cayman or BVI feeder is required, the process typically extends to six to eight weeks.
Pricing
Our Fees
for Delaware fund structure
Big Law Comparison
for the same work at traditional law firms
Ready to Launch Your Venture Capital Fund?
Our experienced team is ready to help you structure and launch your venture capital fund with comprehensive legal support and flexible document customization.