Private Fund Formation

Entity Selection

Selecting the best entity type is critical for governance later. Jacko Law Group’s Private Fund attorneys collaborate with clients to ensure the selected entity aligns with the general partner’s goals and meets the needs of its investors Whether an LP, LLC, or SPV, each entity structure offers distinct pros and cons, influenced by the fund’s objectives, target investor types, regulatory requirements, and taximplications.

Jacko Law Group combines business acumen with legal expertise to counsel clients on the most advantageous entity structures based on their unique needs and risk tolerance, particularly in hedge fund, real estate and complex private equity fund formation matters. Each entity type has characteristics that should be explored to ensure they align with the client’s strategy and goals. These include:

General Partnership Structure
Private Fund Investment Structure
Master-Feeder Structures that can accommodate both onshore and offshore funds
Real Estate Investment Funds
Private Debt Funds
Venture Capital Funds

Structuring and Formation

After selecting the appropriate Private Fund entity(-ies), the next essential step is structuring it to provide optimal protection for the fund and its investors. A private fund can fail under excessive operational costs and regulatory scrutiny if not structured correctly. It must be designed to ensure that the investment strategy and various fund features appeal to even the most discerning investors.

During the structuring and formation stage, Jacko Law Group’s Private Fund lawyersconsider key elements of the fund, including:

Targeted investors
Investment Minimums
Investment Management and Performance-Related Fees
Unique Circumstances: Side Pockets, Redemptions In-Kind, and Special Allocations
Acceptance of ERISA Investors
Marketing and promotion
Conflicts of interest
Unrelated Business Income Tax (UBIT)
Prime Brokerage, Custody, Administration, and Audit
Securities Lending Arrangements
Trading, Market Data, Valuation, and Trade Analytics

The Private Fund attorneys at Jacko Law Group have a comprehensive understanding of the nuances that can impact a Private Fund’s appeal to investors and the necessary safeguards to protect the fund, its investors, and the fund manager. Our attorneys provide guidance on these critical elements and more when structuring and forming a Private Fund, including all aspects of a private fund formation, including:

Authoring of all fund documents, including the limited partnership or operating agreements, subscription documents, offering documents and investor questionnaires
Managing registrations with the SEC, state authorities, or as an Exempt Reporting Adviser (ERA), as appiicable
Registering with the NFA as a Commodity Trading Adviser/Commodity Pool Operator
Providing counsel on on seed capital strategies, bad actor considerations, valuations, response to redemption requestes, and the withdrawal or termination of a principal due to death or otherwise
Addressing key regulatory considerations for the firm’s infrastructure and compliance program

If you are in the process of forming your Private Fund, schedule a consultation with our knowledgeable attorneys and experienced private fund formation lawyers to discuss your specific needs and how we can assist you in achieving your goals.

Private Fund Types

Our attorneys offer experienced legal counsel tailored to the needs of a wide range of private fund types. Our team supports private fund advisers with fund formation, structuring, compliance, and ongoing private fund services for blue sky and Reg D filings.

Private Fund Types We Work With

Private Equity Funds

Private equity funds involve pooling capital to invest in private companies within specific sectors, often requiring tailored private equity fund formation strategies. Our private fund attorneys and private equity fund formation lawyers assist in structuring investments, raising capital, advising on portfolio management and governance, and handling M&A transactions. We also provide in-depth counsel on fund operations and compliance.

Venture Capital Funds

The attorneys at Jacko Law Group work with venture capital funds to secure capital for start-ups and high-growth companies. We assist in facilitating negotiations on key fund terms, including ownership and liquidation, draft shareholder agreements and navigate complex regulatory compliance, often as part of broader private fund formation initiatives.

Our team has extensive experience guiding venture capital funds through the entire investment lifecycle, from initial funding rounds to successful exits. Jacko Law Group serves as trusted advisors to venture capital funds, dedicated to maximizing goals and mitigating risk.

Private Debt Funds

Jacko Law Group attorneys support fund managers in structuring Private Debt Funds, which lend capital to private companies or debt funds..

Real Estate Funds

Real Estate Funds allow investors to pool money for investments in residential, commercial, or industrial properties. Our private fund attorneys provide guidance on structuring real estate funds, which often uses SPVs dependent upon the issuer’s goals and investor needs.

Angel Investing

Angel investors provide capital to startups in exchange for equity or convertible debt. Our attorneys offer corporate legal counsel and securities regulatory counsel for structuring angel investments, performing due diligence, navigating regulatory requirements, and protecting investor interests. We help structure the most advantageous investment vehicles and ensure optimal tax structures for angel investors within broader private fund formation strategies.

Private Funds FAQs

What legal structure is best for a private fund?

The appropriate legal structure depends on the fund’s investment strategy, investor base, tax considerations, and operational objectives. Private funds are commonly organized as limited partnerships or limited liability companies and often require additional entities to provide liability protection, structure the payment of management fees and carried interest, address tax considerations, and facilitate the structuring of investments.

What legal documents are required to launch a private fund?

Private fund formation typically requires organizational documents, a private placement memorandum (PPM), a limited partnership or operating agreement, subscription documents, investor questionnaires, and investment management or advisory agreements. Depending on the fund’s structure and investor base, additional documents, such as side letters or documents relating to other investment vehicles, may also be required. Regulatory filings and compliance documentation may also be required.

What exemptions do private funds commonly rely upon?

Many private funds rely on Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940 to avoid registration as investment companies, while their securities are typically offered pursuant to an exemption under Regulation D of the Securities Act of 1933. The appropriate exemptions depend on various factors, including the fund’s structure, investor eligibility, and offering strategy.

What ongoing compliance obligations apply to private fund advisers?

Private fund advisers may be required to maintain compliance policies and procedures, manage conflicts of interest, maintain books and records, update Form ADVs, file Form PFs, oversee service providers, and comply with their fiduciary obligations under federal and state securities laws.

What legal issues should fund managers consider when restructuring or reorganizing a private fund?

Fund restructurings may involve amendments to governing documents, investor approvals, side letter obligations, valuation issues, regulatory filings, tax considerations, conflicts of interest, and changes to fund strategy or management. Careful legal planning can help minimize disruption and regulatory risk.

What should private fund managers consider before accepting institutional investors?

Institutional investors often conduct extensive legal and operational due diligence before investing. Fund managers should be prepared to address governance practices, valuation methodologies, compliance programs, cybersecurity, service provider oversight, side letters, reporting capabilities, and regulatory history.

How can private fund counsel support a fund throughout its lifecycle?

Private fund counsel can support a fund from formation through wind-down, advising on fund structure, offering documents, regulatory compliance, investor negotiations, governance matters, side letters, restructurings, examinations, enforcement matters, successor funds, and other significant transactions. Counsel can help managers negotiate favorable economic, governance, liability, and other protections that may have long-term implications for the fund and its managers. Ongoing legal counsel helps managers navigate evolving regulatory requirements, manage legal and operational risks, and protect the fund and its managers as the fund and its business evolve.

    
 
 
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   Alan Markfeld 
 
 
 
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   Danielle Martin 
 
 
 
 Trustindex verifies that the original source of the review is Google. I’ve had the privilege of working closely with this firm in my role as Chief Compliance Officer and I can confidently say they are an exceptional compliance partner.

Their depth of experience is immediately evidentand they bring a level of practical knowledge. What I truly enjoy is their ability to translate complex regulatory requirements into plain English, often using real, everyday examples that make implementation far more manageable.

They are also incredibly responsive and reliable. In a field where timing matters, their prompt communication and thoughtful guidance have been invaluable.

If you’re looking for a compliance attorney who combines expertise, clarity, and professionalism, I highly recommend them.
  
 
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   Curt Rocca 
 
 
 
 Trustindex verifies that the original source of the review is Google. Michelle and the team at Jacko Law Group have helped guide through a variety of critical circumstances as we ventured through the uncharted and unfamiliar territory of becoming and successfully operating as an RIA. I have particularly appreciated Michelle's personal involvement and genuine caring about us and our organization. She has been responsive and her counsel has been consistently on-point and helpful. She artfully guided us through our initial filing process and first SEC exam process - which went very well. Very grateful to Michelle and her team.
  
 
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   Nicholas Di Paolo 
 
 
 
 Trustindex verifies that the original source of the review is Google. Michelle and her team were excellent to work with, front to back.  They helped me to understand the challenges ahead and were always proactive in their consultation through every step of my transition.  JLG truly know the wealth management industry very well and did a great job of understanding the challenges unique to my business.  Without them, I can confidently say I would not have felt as comfortable through the transition as I did.  Fortunately, that's not something that stops there - Michelle and her team have kept in touch to ensure that I'm on top of certain administrative issues, trends, and simply showing me that they care about my business and success.  I look forward to continuing to work with them for many years to come.
  
 
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   Margery Neis 
 
 
 
 Trustindex verifies that the original source of the review is Google. Dharmi Mehta was extremely helpful when my business partner and I transitioned to a new RIA firm.  She and her staff were all very professional.  Her guidance during our transition was invaluable.  I highly recommend Dharmi and Jacko Law Group.
  
 
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   Joseph Burwell 
 
 
 
 Trustindex verifies that the original source of the review is Google. Dharmi and Amandeep were a delight to work with. They assisted me with a claim and stuck with me the entire way through. Dharmi's advice was invaluable, and I was most impressed by her clear and professional communication. From beginning-to-end, both Dharmi and Amandeep kept me well informed. Their entire team are proud of their work and rightfully so. Thank you!
  
 
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   Faruk Jaffer 
 
 
 
 Trustindex verifies that the original source of the review is Google. My mentor once told me that a good attorney is worth their weight in gold — and that couldn't be more true of Michelle and Amanda. Their expertise, professionalism, and responsiveness were top notch every step of the way. It's rare to find legal partners who are not only sharp and thorough, but also genuinely invested in your success. I’m grateful for their guidance and highly recommend them to anyone seeking trusted legal counsel.
  
 
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   everistus etafo 
 
 
 
 Trustindex verifies that the original source of the review is Google. It is my great Privilege to share my Review of what Atty Dharmi Mehta of Jacko Law Group did for me and by extension for my family.
From the first time complimentary conversation we had having  spoken to several other Lawyers ,l knew she was the right person for the Job .Because of her background as a former RR ,she was professional,kind, Empathetic,listened and was focused on fighting for me.
From a potential of been terminated with cause ,l was able to walk away with a clean U5 with a validation that l did nothing wrong except what was in the best Interest of my clients.
I hope nobody ever has to go through what l have Experienced, but  if you do ,you want Dharmi Mehta beside you .Rest assured your service Deserve 10 stars but this forum only allows 5.
Me and my family are forever grateful and will make sure that any RR who needs an advocate will know about you .
Everistus Etafo
  
 
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   Karen Althaus 
 
 
 
 Trustindex verifies that the original source of the review is Google. I have worked with Jacko Law Group for 2 different business situations that necessitated an attorney.  In both cases, the team was very thorough & competent.  Their attention to our situation and the extra effort they put into our case(s) was very much appreciated.  I would highly recommend Jacko Law Group!

Mergers & Acquisitions+

Regulatory Compliance  Counsel+

Corporate & Securities Litigation+

Private Funds & Transactions+

General Corporate Counsel+

Mergers & Acquisitions+

Regulatory Compliance  Counsel+

Corporate & Securities Litigation+

Private Funds & Transactions+

General Corporate Counsel+

Entity Selection

Structuring and Formation

Private Fund Types

Why Choose Jacko Law Group?

Private Funds FAQs

Related Insights

Considerations for Acquiring or Forming a New Team for Mergers and Acquisitions

Another Private Equity SEC “Pay-to-Play” Enforcement

Update: California Private Fund Adviser Exemption Submitted for Final Approval

Mergers & Acquisitions+

Regulatory Compliance Counsel+

Corporate & Securities Litigation+

Private Funds & Transactions+

General Corporate Counsel+

Mergers & Acquisitions+

Regulatory Compliance Counsel+

Corporate & Securities Litigation+

Private Funds & Transactions+

General Corporate Counsel+

Private Fund Formation

Entity Selection

Structuring and Formation

Private Fund Types

Why Choose Jacko Law Group?

Private Funds FAQs

Related Insights

Considerations for Acquiring or Forming a New Team for Mergers and Acquisitions

Another Private Equity SEC “Pay-to-Play” Enforcement

Update: California Private Fund Adviser Exemption Submitted for Final Approval

Regulatory Compliance  Counsel+

Regulatory Compliance  Counsel+