FAQ·2 min read

Can I Form a Fund Outside Delaware?

Yes, but Delaware is the default for good reasons. The Delaware Revised Uniform Limited Partnership Act offers maximum flexibility on governance, the Court of Chancery provides a specialized judiciary for entity disputes, and institutional LPs expect Delaware formation. Forming elsewhere is possible but may raise questions from sophisticated investors and their counsel during diligence.

The main exception is real estate funds, which sometimes form in the state where the assets are located for tax or operational reasons. Wyoming and Nevada offer low fees and favorable statutes, but less case law and less institutional familiarity.

If you have a specific reason to form elsewhere, discuss it with your counsel before committing. The savings on filing fees are small relative to the friction of explaining a non-Delaware structure to LP counsel.

See Delaware LP vs. LLC for Fund Formation for a deeper look at Delaware entity options.

This content is for informational purposes only and does not constitute legal, tax, or compliance advice. Consult qualified counsel for guidance specific to your situation. Capital Company is not a law firm and does not provide legal advice.

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