Capital Company Insights

Insights

Expert guides for fund managers on compliance, regulatory filings, fund operations, and administration.

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Fund Formation & Structure

The structural decisions behind your fund: entity types, GP and management company setup, Delaware formation, and fund vehicle selection.

17 guides20 termsExplore

Securities & Investor Compliance

Regulation D exemptions, investor eligibility standards, accredited investor and qualified purchaser thresholds, and verification requirements.

6 guides21 termsExplore

Registration & Regulatory Filings

Form ADV, Form D, state notice filings, and the registration obligations that apply to exempt and registered advisers at every stage of growth.

25 guides1 termsExplore

Fund Documents & LP Terms

The legal documents that govern your fund: LPAs, PPMs, subscription agreements, side letters, MFN clauses, and the terms your LPs will negotiate.

3 guides10 termsExplore

Fund Tax & Reporting

Pass-through taxation, K-1 preparation, carried interest treatment, UBTI considerations, and the state and federal tax obligations that follow your fund.

8 guides15 termsExplore

Ongoing Compliance

Custody procedures, marketing restrictions, recordkeeping, compliance infrastructure, and SEC examination readiness for operating funds.

11 guides16 termsExplore

Start Here

Guide8 min read

Forming a Private Fund: Entity Structure and Core Documents

Launching a fund involves more than raising capital. Before your first close, you need the right legal structure and investor-facing documents. A guide to fund formation from entity setup to closing your first investors.

Guide9 min read

Rule 506(b) vs 506(c): Choosing a Regulation D Exemption

Rule 506(b) prohibits general solicitation but allows up to 35 non-accredited investors. Rule 506(c) allows advertising but requires verified accredited investors only.

Guide15 min read

Form ADV for Private Fund Managers: The Complete ERA Filing Guide

Managing a venture capital fund, private equity vehicle, or SPV makes you an investment adviser under federal law. That triggers Form ADV. This guide covers who files, which exemption applies, what the filing involves, and where managers go wrong.

Guide11 min read

Private Fund Documents: LPA, PPM, Subscription Agreement, and IMA

Four documents govern how your fund operates, raises capital, and manages investor relationships. What each one covers and why it matters.

All Articles

211 articles· Page 1 of 18

Guide8 min read

Forming a Private Fund: Entity Structure and Core Documents

Launching a fund involves more than raising capital. Before your first close, you need the right legal structure and investor-facing documents. A guide to fund formation from entity setup to closing your first investors.

Guide11 min read

Funds vs SPVs: Choosing the Right Vehicle

Your choice of investment vehicle shapes your economics, investor relationships, and regulatory obligations. A practical guide to choosing between a traditional fund and an SPV.

Guide10 min read

Continuation Vehicles: A Guide for GPs, LPs, and Portfolio Companies

A continuation vehicle transfers a portfolio company from an existing fund into a new vehicle, giving existing LPs a choice between taking liquidity at a market price or rolling into the new structure for continued exposure.

Guide7 min read

Continuation Vehicle Entity Structure and Operations

A continuation vehicle requires its own legal entity structure, separate from the original fund. The choice of entity affects governance, tax treatment, investor eligibility, and ongoing administration.

Guide15 min read

Form ADV for Private Fund Managers: The Complete ERA Filing Guide

Managing a venture capital fund, private equity vehicle, or SPV makes you an investment adviser under federal law. That triggers Form ADV. This guide covers who files, which exemption applies, what the filing involves, and where managers go wrong.

Guide6 min read

Tax Considerations in Continuation Vehicle Transactions

The difference between selling and rolling in a continuation vehicle can result in materially different after-tax outcomes, depending on LP tax status, transaction structure, and the entities involved.

Guide6 min read

LP Elections in Continuation Vehicles: Roll, Sell, or Partial

When a continuation vehicle transaction is announced, every existing LP faces a decision: take cash at the transaction price or roll into the new vehicle for continued exposure to the asset.

Guide10 min read

VC Fund Adviser vs. Private Fund Adviser Exemptions

Two exemptions let private fund managers file as Exempt Reporting Advisers. The VC exemption has no AUM cap but strict strategy limits. The private fund exemption caps at $150 million but allows any strategy.

Guide12 min read

Reviewing Investment Documents: A Guide for Fund Managers

When your fund invests in another fund or acquires private market securities, the documents you sign determine your rights, restrictions, and risk exposure for years. A guide to reviewing LPAs, purchase agreements, and governance documents.

Guide7 min read

Side Letters: What Fund Managers Need to Know

Not all investors want the same deal. Side letters document custom arrangements between the fund and specific investors. This guide covers what LPs typically request, how to evaluate requests, and how to manage side letters.

Guide10 min read

Private Fund Exemptions: Regulation D, 3(c)(1), 3(c)(7), and Investor Qualifications

Private funds operate in a web of exemptions. Each exemption has its own requirements, and they interact in ways that determine how you structure your fund and who can invest.

Guide6 min read

ERA Registration: A Practical Guide for Fund Managers

If you are launching a venture capital fund or managing private fund assets, you need to understand your regulatory obligations under the Investment Advisers Act of 1940. For many emerging managers, Exempt Reporting Adviser status provides a lighter-weight alternative to full SEC registration.