Fund Formation

    Fund Formation for First-Time GPs, Delaware Setup, LPA, PPM, Done.

    Launch a Reg D fund in 3–5 weeks. We handle the GP/LP entities, LPA, PPM, sub docs, and Form D. You focus on closing LPs.

    TL;DR

    Most first-time fund managers spend $40K–$80K and 4–6 months with a securities law firm just to launch. We deliver the full fund stack, Delaware GP/LP, LPA, PPM, Form D, sub docs, and fund admin setup, in 3–5 weeks at a flat fee.

    Book a strategy call See pricingFrom $3,339 one-time (Self-Serve), fund admin pass-through
    • Delaware GP + LP entities filed
    • LPA + PPM + sub docs in 3–5 weeks
    • Fund admin partners pre-vetted
    • Reg D 506(b) or 506(c), your choice

    The problem

    First-time fund managers usually have one of two problems: (1) they over-spend on white-shoe law firms ($60K+) for documents that look identical to the next first-time fund's documents, or (2) they DIY a Cayman master-feeder structure they don't need and can't operate. Both kill the fund before it ever holds a first close.

    What we do

    We use battle-tested templates from $4B+ in raised capital, customize the LPA and PPM to your strategy, file the Delaware entities, register the SEC Form D, and connect you with the right fund administrator (NAV Consulting, SS&C, or Standish) for ongoing accounting.

    What's included

    • Delaware GP entity (LLC) + LP fund entity formation
    • Limited Partnership Agreement (LPA) tailored to strategy
    • Private Placement Memorandum (PPM)
    • Subscription agreement + investor questionnaire
    • Form D federal + state blue sky notices
    • Fund admin selection + onboarding intro
    • EIN, bank account guidance, capital account setup
    • First-close checklist + investor data room

    How it works

    1. 1

      Strategy & structure (Week 1)

      We confirm fund size, target LP type, fees (typically 2/20 or modified), and choose 506(b) vs 506(c).

    2. 2

      Entity formation (Week 1–2)

      Delaware GP LLC + LP fund filed. EIN issued. Registered agent assigned.

    3. 3

      Documents drafted (Week 2–4)

      LPA, PPM, sub docs, and side-letter templates delivered for review.

    4. 4

      Filings + admin (Week 4–5)

      Form D filed within 15 days of first sale. Fund admin onboarded for capital calls and NAV.

    5. 5

      First close support (Week 5+)

      We help close the first 3–5 LPs and set up ongoing investor reporting.

    Best fit for

    • First-time fund managers raising $5M–$50M
    • Real estate sponsors graduating from single-asset deals to a fund
    • M&A search funds and roll-up funds
    • Emerging managers spinning out from larger PE firms

    Not a fit if

    • Funds over $150M AUM that need RIA registration day one
    • Hedge funds with active trading strategies (we focus on closed-end PE/RE)
    • Offshore feeder structures (we recommend specialty counsel)
    Real result

    Fund I closed at $12M in 7 months

    First-time GP raising a Texas multifamily fund, Delaware GP/LP, 506(c) PPM, 22 LPs, all sourced through our CRM.

    Frequently asked questions

    Delaware law is what every institutional LP expects. Court of Chancery has a century of fund-related case law. The Delaware Limited Partnership Act explicitly permits the contractual flexibility a fund needs (waterfalls, GP carry, side letters). Forming in your home state usually means re-papering everything before your first institutional LP.
    Most first-time funds qualify for the 'Private Fund Adviser Exemption' (under $150M AUM) or 'Venture Capital Fund Adviser Exemption.' You'll still file Form ADV Part 1A as an Exempt Reporting Adviser (ERA). We help determine which exemption applies and handle the filing.
    Most emerging managers go with 1.5–2% management fee and 15–20% carried interest above an 8% preferred return. Carry is typically European waterfall (deal-by-deal carry is rare for first funds, LPs don't trust it yet). We model the economics in the LPA to match what your target LPs will actually accept.
    Fund admin (NAV Consulting, SS&C, Standish, etc.) handles capital calls, distributions, NAV reporting, K-1 preparation, and LP statements. A regular CPA handles your GP company's taxes. Both are required. We make intros to fund admins who specialize in your size range.
    No, the management fee covers GP operations, including your comp. Drawing a 'salary' from fund assets would breach the LPA. The fee flows to the GP entity, which then pays you as a member draw or W-2 from the GP, not from fund capital.
    First close = the date you accept the first LP's capital. After first close: (1) Form D must be filed within 15 days, (2) management fee starts accruing, (3) the GP must call capital pro-rata when deploying. Typical first close target is 30–50% of the fund cap; final close 12–18 months later.

    Related services & guides

    Reg D 506(c) Capital Raising Investment Funds (M&A Funds) Start a Private Equity Firm PPM Drafting Service Family Office Investor Outreach Pricing

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