Funds Legal Structure
Antonis Manogiannakis avatar
Written by Antonis Manogiannakis
Updated over a week ago

Funds are generally structured as closed-ended limited partnerships which require Limited Partners to commit capital for the finite term of the partnership, typically 10 years. While the Limited Partners are aware of the general strategy of the fund, they do not have a say in the choice of target companies that the fund will invest in.

General Partner:

  • is responsible for all aspects related to the managing the fund and must act solely in the interest of the fund’s investors

  • issues capital calls to LPs and makes all investment and divestment decisions for the fund in line with the mandate set out in its LPA

  • may delegate some of the management functions to the investment manager but remains fully and personally liable for all debts and liabilities of the fund

Limited Partners:

  • contribute capital to the fund

  • cannot be involved in the day-to-day operation or management of the fund or its portfolio companies

  • legally commit to provide capital and receive distributions of capital upon successful exit of the fund’s investment

  • their liability is limited to the capital committed to the fund

Investment Manager:

  • conducts day-to-day activities of the fund

  • evaluates potential investment opportunities, provides advisory services to the fund’s portfolio companies and manages the fund’s audit and reporting processes

  • is paid a management fee by the fund for providing these services (typically 2% of committed capital)

Portfolio Company:

  • The will invest will invest in a number of companies over its lifetime that will form its investment portfolio (target companies)

What Vauban can do:

  • Help you choose the right domicile and fund structure

  • Incorporate Register legal entities necessary for fund formation

  • Provide tailor-made legal documentation

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