How does AngelList support different fund structures?

AngelList’s Full-Service Fund Management offering 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 LP vs. Standard LP - Key Differences

Under the Series Limited Partnership model, each fund or SPV is created as a Series LP of a Master Limited Partnership (Master LP).

  • The Master LP is registered in Delaware under Delaware law. Each individual Series LP 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 LP, 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 LP.

  • The Standard LP is registered in Delaware under Delaware law.
  • Investors invest directly in the Standard LP. The Standard LP holds the assets directly and is taxed as a partnership.
  • The Standard LP cannot form series. Any subsequent new vehicles formed on AngelList must be created as a new entity.
  • Standard LPs under this model follow the naming convention: [Standard LP Name], L.P.
  • Standard LPs are only offered under limited circumstances.

 

Filing Requirements

The default structure on the AngelList Platform is to form SPVs / Funds using the Series Limited Partnership model. When forming an investment vehicle, we’ll ask you to specify the following:

  1. Whether you’d like the LP to be Self-Managed or AngelList-Managed. See more information on this concept for SPVs here, and for Funds here.
    • Standard LPs must have a designated General Partner. Series LPs must have a designated General Partner at both the Master and Series levels.
      • For AngelList-Managed Series LPs, this General Partner will be Fund GP, LLC, which is an entity managed by AngelList.
      • For Self-Managed Series LPs or Standard LPs, this General Partner can be any entity of your choosing. If you select this option, we will still need to request information about this entity from you to conduct the filing.
    • If you choose to have AngelList form a Series LP, we will default to all underlying series having the same General Partner as the Master LP. We recommend keeping this in mind when selecting the General Partner entity for your self-managed Master LP.
  2. A name for the Master LP you’d like to form
    • When forming your Master LP, we’ll ask for the name you’d like to use. Most fund managers use this as a branding opportunity on portfolio company cap tables.
    • The name you choose must be available in the Delaware registry.

 

Master LP Formation Fees

As of Jan 1, 2024, AngelList charges a $4,000, one-time fee for the formation and ongoing maintenance of each new LP (Series or Standard). This fee covers the new LP’s Delaware Formation Fee, Annual Delaware Franchise Fees, and all Registered Agent Fees for a standard 10-year term.

  • We will waive the $4,000 fee for the formation of one (1) LP if you are launching a Venture Fund or Rolling Fund.
  • If you choose to form a Series LP, we will not charge any additional fee for creating additional series of funds or SPVs under the Master LP.

If you are launching an SPV as a Series of a new Master LP, AngelList will add the $4,000 expense to the cost of the SPV.

  • This fee is not eligible as part of the 10% fee cap. Fund leads should expect to cover this cost out-of-pocket to avoid unduly burdening LPs with fees.
  • Alternatively, fund leads can elect to use an AngelList Consolidated Master LP (”AngelList Funds 2024, LP”). AngelList will waive the $4,000 fee for fund leads who choose to use the Consolidated Master. See below for more detail.

 

AngelList Consolidated Master

AngelList provides SPV fund leads the option to form new SPVs under the Consolidated Master at no charge. In order for a fund lead to choose this option, they must agree to the following guidelines:

  1. The SPV must be AngelList-Advised and invest in Qualifying Investments only.
    1. The Consolidated Master cannot support Self-Advised SPVs, nor any SPVs wishing to make investments into non-Qualifying Investments.
    2. If an SPV’s investment becomes non-Qualifying (due to an investment term change or error) 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 LP.
  2. 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 LP. AngelList must support the SPV until the SPV winds down.

 

Summary

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