Two of the most important questions to answer at the beginning of your fund’s life are:
- What advisory structure should I use?
- What legal documents should I use?
Since different fund managers have different needs, there isn’t a one-size-fits-all solution.
The following is an exploration of the different options provided by AngelList and a few items to consider when choosing your fund structure.
Which advisory structure is right for me?
AngelList provides two advisory structures:
- Self-advised fund: The fund manager provides the entities that serve as general partner and advisor (if applicable) to the fund.
- AngelList-advised fund: AngelList entities serve as legal general partner and investment advisor to the fund.
Self-advised fund
A self-advised fund is best for fund managers (and their teams, if relevant) who wish to be the sole decision maker and investment advisor for their fund, and not partner with AngelList for comprehensive compliance and regulatory support.
This advisory structure allows the fund manager to:
- Make unilateral decisions on all investments, LPs, and fund edge cases (e.g., the number of partners to include in a LPAC, side letter requests from interested partners, etc.)
- Rely on non-venture capital fund exemptions from SEC registration (i.e., the private fund advisor exemption) to invest in an unlimited amount of non-qualifying investments such as crypto and secondaries
- Facilitate common institutional LP requests as the general partner and advisor of the fund
As a self-advised fund, it’s incumbent on the fund manager to ensure compliance with all fund regulatory and legal requirements.
AngelList-advised fund
An AngelList-advised fund is best for fund managers who might not want to retain legal counsel or handle compliance matters on their own, but would still like to launch a venture fund.
This advisory structure allows the fund manager to:
- Utilize AngelList's investment advisor entity to advise on investments, fund edge cases, and LP questions
- Minimize formal responsibilities for the fund’s 10-year lifetime.
- Quickly launch and manage funds using AngelList’s robust automated processes
AngelList entities serve as the legal general partner and investment advisor to the fund and will assist with fund regulatory and legal compliance requirements in these roles. Note that all AngelList-advised funds use a set of AngelList template legal documents (more on that below).
Should I use AngelList fund documents or create my own?
The next decision involves choosing your fund’s legal documentation (i.e., the Limited Partnership Agreement, Private Placement Memorandum, and Subscription Documents). Depending on the advisory structure you choose, you may have the option to select between AngelList template documents or documents drafted by your own legal counsel.
AngelList template documents
AngelList provides a suite of industry vetted fund documents for SPVs, Venture Funds, and Rolling Funds. Using AngelList documents allows fund managers to:
- Leverage AngelList's industry vetted template fund documents
- Save time and money on fund formation costs
- Customize a set of market standard provisions for venture capital fund LPAs
For SPVs and Venture Funds, you can use template documents for either self-advised or AngelList-advised funds. As a self-advised fund using AngelList documents, it’s incumbent on the fund manager to comply with the correct regulatory exemptions.
Please note that if you opt for an AngelList-advised structure, you will use the corresponding AngelList template documents by default.
Externally drafted documents
Fund managers can also bring externally drafted fund documents to the AngelList platform. Using externally drafted documents allows fund managers to:
- Work closely with outside legal counsel to draft the documents
- Utilize document templates from previous funds
Please note that the AngelList-advised structure cannot support externally drafted documents. If you wish to draft your legal documents separately, you must opt to self-advise your fund.
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This article is solely for informational purposes only and does not constitute legal, tax, investment, or advice of any kind. For advice specific to your situation, please consult with an expert.