A Venture Capital firm or fund is typically structured as a limited partnership, with a general partner (GP) and limited partners (LPs). The GP is responsible for making investment decisions, managing portfolio companies, and overseeing the fund’s operations. LPs are investors who contribute capital but do not participate in the fund’s management or investment decision-making process. Their liability is limited to the amount of capital they have committed to the fund. For Delaware domiciled funds, the structure often includes two LLCs (for the Management Company and General Partner entity) and one LP (for the Fund).
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Decile Partners generally works with and recommends the following standardized and scalable structure for Venture Capital firms/funds (Delaware domicile):
- Management Company (ManCo) formed as a limited liability company. This is where the founders and owners of the Firm sit as managing partners. The ManCo owns the brand, any intellectual property - this is also where vendors and staff (long term) sit.
- General Partner (GP) formed as a limited liability company. This entity is majority owned by the ManCo, receives the carried interest, and is also where any partners managing only one Fund (as opposed to the Firm) sit. Venture Partners earning a % of the carried interest for only one Fund will also sit here. Note that while confusing, "GP" here refers to the entity, not to an individual who may be titled as a "General Partner" separately - be sure to distinguish.
- Limited Partnership (the Fund) formed as a limited partnership. This entity is where the limited partners invest into, and where deployments into portfolio companies come out of. This is also the entity from which distributions flow.
There are other ways to set up a Venture Capital firm/fund, though structures can become quite complex over time to accommodate the needs of certain investors; for example the manager may set up side vehicles, parallel funds, master-feeder structures, blockers in consideration of tax or other regulatory issues.
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