Experienced Venture Capital Fund Formation Attorneys

Our team has structured and formed numerous venture capital funds—ranging from first-time seed funds to multi-fund platforms. We ensure proper entity formation, governance, investor alignment, and regulatory compliance from day one.

Schedule a Consultation

How Our Fund Formation Process Works

A structured, end-to-end process from initial strategy to operational launch.

01

Fund Structure Design

We design the optimal legal and economic structure based on your investment thesis, expected LP base, fund size, and regulatory considerations.

02

Partnership Agreement Drafting

Our attorneys draft detailed limited partnership agreements addressing economics, governance, management rights, carried interest, capital commitments, and investor protections.

03

Securities Compliance

We handle securities compliance related to the fund offering, including SEC regulations, exemptions (Reg D), state-level filings, and required disclosures.

04

Operational Setup

We assist with establishing fund operations, governance frameworks, compliance procedures, and ongoing regulatory obligations to ensure smooth fund administration.

Ready to Form Your Venture Capital Fund?

Form Your Fund
Common Questions

Fund Formation FAQs

A term sheet is a non-binding document that outlines the key economic and governance terms of a venture capital investment. It serves as the roadmap for definitive agreements and addresses critical items such as valuation, equity percentage, liquidation preferences, board structure, investor rights, and protective provisions. Although non-binding, the term sheet sets negotiating expectations, establishes deal structure, and prevents misunderstandings before moving into detailed legal documentation.

A SAFE (Simple Agreement for Future Equity) is a contract that converts to equity during a future priced round, typically without interest or a maturity date. Convertible notes are debt instruments that accrue interest and convert to equity, usually at a discount or valuation cap. Equity financing involves issuing actual shares immediately as part of a priced round. Each instrument has different implications for valuation, dilution, control, and tax treatment. We help you determine the best option based on your fundraising strategy and stage.

The core legal documents typically include: a term sheet, stock purchase agreement, amended and restated charter, investor rights agreement, voting agreement, right of first refusal and co-sale agreement, board consents, and ancillary corporate approvals. The exact package varies depending on round type (Seed, Series A, etc.), investor requirements, and company structure. We prepare, negotiate, and review all necessary documentation to ensure compliance and protect your long-term interests.

Due diligence is the process investors use to verify the legal, financial, operational, and technical condition of a company before investing. Founders should prepare corporate records (charter, bylaws, minutes), an accurate cap table, financial statements, material contracts, IP assignments, employment agreements, regulatory filings, tax records, and any documentation related to risk or liabilities. Being organized can significantly accelerate closing and improve investor confidence.

Yes. All fundraising activity must comply with federal securities laws (SEC regulations) and applicable state “blue sky” laws unless a valid exemption applies. Common exemptions include Regulation D (Rules 504, 506(b), and 506(c)) and Regulation S for offshore offerings. Non-compliance can lead to rescission rights, penalties, or enforcement actions. We help ensure your offering is structured and documented correctly under all applicable securities laws.

A venture capital fund is an investment vehicle that pools capital from limited partners (LPs) to invest in startups. Most VC funds are structured as limited partnerships, where the fund manager acts as the general partner (GP) and LPs provide capital and receive economic returns. The structure typically includes the fund entity, a GP entity, and often a management company entity. We help establish fund structures, draft partnership agreements, and ensure full compliance with securities and tax regulations.

Investors commonly negotiate rights such as board seats or observer rights, information rights, pro rata participation rights, liquidation preferences, anti-dilution protection, protective provisions, drag-along and tag-along rights, and registration rights for future public offerings. The scope of rights depends on negotiation dynamics, investor type, and round stage. We help founders and investors negotiate balanced structures aligned with long-term company goals.

A standard VC fundraising process runs 2–4 months, depending on investor interest and company preparedness. Typical stages include investor outreach (2–4 weeks), term sheet negotiation (1–2 weeks), due diligence (3–6 weeks), and legal documentation and closing (2–4 weeks). Having organized documents, a clean cap table, and updated financials can significantly reduce the overall timeline.

Valuation determines the company’s value for purposes of issuing new shares. Pre-money valuation is assessed before the investment; post-money valuation includes the new capital. Dilution occurs when new shares are issued, reducing existing shareholders’ ownership percentages. Terms such as option pool expansion, valuation caps, and anti-dilution protections can affect dilution. We help founders and investors understand and negotiate valuation mechanics to achieve fair outcomes.

Yes. We represent founders, startups, angel investors, venture capital funds, and family offices in a wide range of VC transactions. For startups, we assist with fundraising strategy, negotiations, and legal documentation. For investors, we conduct due diligence, negotiate protections, and ensure proper compliance. We maintain strict ethical walls and never represent both sides within the same transaction.
Trending Topics

Fund Formation Insights & VC Industry News

Read More Articles