Master partnership overview
A master partnership is typically structured as a limited partnership (LP) and serves as an umbrella for multiple investment vehicles established by a general partner (GP).
The master limited partnership (MLP) (e.g., ABC Funds, LP) functions purely as an organizational structure and does not directly make investments. Within this framework, leads can manage Special Purpose Vehicles (SPVs) and Funds as series or standard vehicles under the master partnership.
Structure of funds and series
Each vehicle is structured as a series under the master partnership. Legally, each series operates as a distinct entity for all purposes, ensuring the separation of liabilities and assets.
Practical example: Fund I, a Series of ABC Funds, LP
- Fund I is the series LP that receives investor capital and holds legal title to investments.
- ABC Funds, LP is the master LP, registered in Delaware.
- Fund I, a series of ABC Funds, LP is the full legal name of the investing series LP.
This structure provides flexibility, legal separation, and streamlined fund management for leads operating multiple investment vehicles under a single master partnership.
AngelList supports the formation and maintenance of Delaware series limited partnerships (series LP) or Delaware limited partnerships (standard LP). Various fees and adviser-related restrictions apply to each structure.
Series Limited Partnership vs. Standard Limited Partnership - key differences
Under the series limited partnership model, each fund or SPV is created as one series limited partnership under a master limited partnership.
- The master limited partnership is registered in Delaware under Delaware law. Each individual series limited partnership is created under Delaware law pursuant to the master partnership agreement as a distinct legal entity but is not registered in Delaware.
- Investors invest in individual series, and each series holds assets distinctly from each other. Each series is also taxed as a distinct partnership.
- When a new series is added to a master limited partnership, it will follow the naming convention: [Series Name], a series of [Master LP Name], L.P.
- Series limited partnerships are the default structure used for any new fund or SPV on the AngelList platform.
Under the standard limited partnership model, each fund is the standard limited partnership itself. There are no series or master levels in a standard limited partnership.
- The standard limited partnership is registered in Delaware under Delaware law.
- Investors invest directly in the standard limited partnership. The standard limited partnership holds the assets directly and is taxed as a partnership.
- The standard limited partnership cannot form series. Any subsequent new vehicles formed on AngelList must be created as a new entity.
- Standard limited partnerships under this model follow the naming convention: [Standard LP Name], L.P.
- Standard limited partnerships are only offered under limited circumstances.
Filing requirements
The default structure on the AngelList platform is to form SPVs and funds using the series limited partnership model. When forming an investment vehicle, AngelList will ask for the following:
- Whether the limited partnership should be self-managed or Platform-advised.
- Standard limited partnerships must have a designated general partner. Series limited partnerships must have a designated general partner at both the master and series levels.
- For Platform-managed series limited partnerships, the general partner will be Platform Advisor, LLC.
- For self-managed series limited partnerships or standard limited partnerships, the general partner can be any entity of the lead’s choosing. If this option is selected, AngelList will still require information about the entity for filing purposes.
- If AngelList forms a series limited partnership all underlying series will default to having the same general partner as the master limited partnership. Leads should consider this when selecting the general partner entity for a self-managed master limited partnership.
- A name for the master limited partnership.
- When forming the master limited partnership, AngelList will ask for the desired name. Most fund managers use this as a branding opportunity on portfolio company cap tables.
- The name must be available in the Delaware registry.
Master limited partnership formation fees
As of January 1, 2024, AngelList charges a one-time fee of $4,000 for the formation and ongoing maintenance of each new limited partnership, whether series or standard. This fee covers the new limited partnership’s Delaware formation fee, annual Delaware franchise fees, and all registered agent fees for a standard 10-year term.
- The $4,000 fee will be waived for the formation of one limited partnership if the lead is launching a Venture Fund or Rolling Fund.
- If a series limited partnership is formed, no additional fee is charged for creating additional series of funds or SPVs under the master limited partnership.
If an SPV is launched as a series of a new master limited partnership, AngelList will add the $4,000 expense to the cost of the SPV.
- This fee is not eligible as part of the 10 percent fee cap. Fund leads should expect to cover this cost out of pocket to avoid unduly burdening limited partnerships with fees.
- Alternatively, fund leads can elect to use an AngelList consolidated master limited partnership, such as AngelList Funds 2024, LP. AngelList will waive the $4,000 fee for fund leads who choose to use the consolidated master.
AngelList consolidated master
AngelList provides SPV fund leads the option to form new SPVs under the consolidated master at no charge. To choose this option, fund leads must agree to the following guidelines:
- The SPV must be Platform-advised and invest in qualifying investments.
- The consolidated master cannot support self-advised SPVs or SPVs investing in non-qualifying investments.
- If an SPV’s investment becomes non-qualifying after it is launched on the consolidated master, AngelList will have to transition the SPV into a self-advised SPV. The new self-advised SPV will require the formation of and payment for a new master limited partnership.
- The fund lead cannot migrate an SPV formed under the consolidated master off AngelList, as it is currently not possible to remove an individual series from a master limited partnership. AngelList must support the SPV until the SPV winds down.
| Vehicles Supported | Naming Restrictions | Can run subsequent series with no additional charge? | Fee | |
| Platform Advisor Consolidated Master "[Fund Deal], a series of AngelList Funds 2025, LP" |
|
Must use Platform Advisor, LLC's Master LP name | Yes | Free |
| Your own Platform Advisor-managed Series Master LP "[Fund I], a series of [Master Name], LP" |
|
Choose your own name | Yes | $4k |
| Your own Self-managed Series LP "[Fund I], a series of [Master Name], LP" |
|
Choose your own name | Yes | $4k |
| Your own Self-managed Standard LP "[Limited Partnership Name], LP" |
|
Choose your own name | No | $4k |
For additional information on the relevant Delaware law, see: Title 6: Commerce and Trade, § 17-218 Series of limited partners, general partners, partnership interests or assets.