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Fund Setup & Structuring

A domestic structure,
built around your strategy.

Every fund we form uses a proven Delaware entity structure, tailored to your strategy and investor base — and drafted by attorneys who do nothing but fund formation.

How We Determine Your Path
Public solicitation of investors?
No
Rule 506(b)Existing relationships only
Yes
Rule 506(c)Advertising permitted
Investor qualification level?
Accredited
3(c)(1)Up to 100 investors
Qualified Purchaser
3(c)(7)Up to 2,000 investors
Two of the key decisions we walk through together on your discovery call.
How We Structure Your Fund

A proven two-to-three entity structure.

We specialize exclusively in domestic, onshore fund structures. Depending on your strategy and complexity, we'll recommend either a two-entity or three-entity structure — always Delaware-based, always designed around how you actually plan to raise and manage capital.

Two-Entity Structure

General Partner & Investment Manager combined

A single Delaware LLC serves as both the General Partner and Investment Manager, paired with a Delaware Limited Partnership as the fund entity. The simpler, more common setup for most first-time managers.

GP / Investment Manager LLCManages and trades on behalf of the fund
↓
Fund LPHolds assets, issues interests to investors
Best for: Single-manager funds, first-time managers, and strategies without a need to separate management fee and carry economics.
Three-Entity Structure

General Partner & Investment Manager separated

The General Partner and Investment Manager are formed as two distinct Delaware LLCs, alongside the Delaware Limited Partnership fund entity — allowing for cleaner separation of carried interest and management fee income.

General Partner LLCHolds carry, bears fund liability
↓
Investment Manager LLCEarns management fee, directs trading
↓
Fund LPHolds assets, issues interests to investors
Best for: Multi-partner teams, funds with outside GP investors, and managers who want liability and tax separation between fee and carry income.
Regulatory Path

Reg D exemptions, matched to your raise.

We work exclusively within Regulation D — no offshore or Reg S structures. That covers two decisions: how you solicit investors, and how many investors your fund can hold. Most of the funds we form use 506(b) and 3(c)(1), though we'll walk you through all four options based on your strategy and investor base.

Offering Exemption — How You Raise
Rule 506(b)
Most common
No general solicitation or advertising
✓Up to 35 non-accredited (but sophisticated) investors, plus unlimited accredited investors
✓No verification of accredited status required — self-certification is sufficient
✓Fundraising through existing relationships and networks
Rule 506(c)
General solicitation and advertising permitted
✓Publicly market and advertise the fund, including online
✓Accredited investors only — no non-accredited investors permitted
✓Requires reasonable steps to verify accredited status (documentation-based)
Fund Exemption — Who Can Invest
Section 3(c)(1)
Most common
Up to 100 beneficial owners
✓Investors must generally be accredited (or otherwise qualified under 506(b))
✓Lower investor net worth thresholds than 3(c)(7)
✓The default choice for most emerging managers
Section 3(c)(7)
Up to 2,000 beneficial owners
✓Investors must be "qualified purchasers" — a higher asset threshold than accredited status
✓Supports a much larger investor base and fund size
✓Common for funds targeting institutional and high-net-worth capital
Our Process

Structured and launched in 4–6 weeks.

Every fund is different, and complexity or response time can shift the timeline — but this is the rule of thumb we set with every manager on day one.

1
Week 1

Discovery & onboarding

We learn your strategy, investor base, and objectives, and confirm the right entity structure and exemptions for your fund.

2
Weeks 2–3

Entity formation & documents

We form your Delaware entities and draft your full document set — PPM, LPA, subscription agreement, and management agreements.

3
Week 4

Regulatory filings

We file your Form ID and Form D, and guide you through Form ADV and any applicable state notice filings.

✓
Ongoing

Service provider coordination

We make introductions and support onboarding with fund administrators and other service providers so you're ready to raise.

Every fund is unique — complexity and response time can extend or shorten this timeline.
What's Included

One flat fee. A complete fund.

Everything below is included in your flat fee — no hourly billing, no line-item surprises.

Entity Formation
✓Delaware fund entity (Limited Partnership) formation
✓Delaware General Partner / Investment Manager LLC formation
Fund Documents
✓Private Placement Memorandum (PPM)
✓Limited Partnership Agreement (LPA)
✓Subscription Agreement
✓Operating Agreement
✓Investment Management Agreement
Regulatory Filings
✓Form ID filing
✓Form D filing
✓Guidance through your Form ADV filing
✓State notice filing support
Service Provider Support
✓Service provider introductions (fund admin, broker-dealer, banking, etc.)
✓Fund administrator onboarding support
Not included
Common next steps once your fund is formed — we'll help you coordinate each of these with the right provider.
Ongoing fund administrationBilled by admin
Annual compliance & filingsAvailable as add-on
Additional state registrationsScoped as needed
Auditor & tax preparationBilled by provider
Get Started Today
Ready to structure your fund the right way?
Schedule a Free Consultation
Get Started
Ready to
launch your
fund?

Tell us about your fund and we'll schedule a discovery call to confirm the right structure and get started.