Entity Formation & Legal Setup
Get the legal foundation right before anything else
Choose fund domicile (Delaware LP recommended for most funds)
Engage experienced fund formation counsel (not a generalist corporate attorney)
Form Management Company LLC with operating agreement
Form Fund LP entity with certificate of limited partnership
Evaluate whether a separate GP entity is needed (multi-GP structures)
Obtain EIN (Employer Identification Number) for each entity from the IRS
Appoint registered agent in Delaware (or state of formation)
Draft and finalize Limited Partnership Agreement (LPA)
Draft Private Placement Memorandum (PPM) with comprehensive risk factors
Prepare Subscription Agreement and investor questionnaire
Prepare side letter template for LP-specific terms
Establish GP commitment amount and funding mechanism
Document investment strategy, portfolio construction, and reserve policy
Regulatory Compliance & Filings
Securities law obligations that cannot be missed
File Form D with the SEC within 15 days of first close
Complete blue sky filings in every state where you have LPs
Determine adviser registration status (ERA, state registration, or full SEC registration)
File Form ADV as exempt reporting adviser if applicable
Develop written compliance manual and compliance policies
Establish AML/KYC procedures and screen all LPs against OFAC sanctions lists
Verify accredited investor or qualified purchaser status for every LP
Create and maintain a compliance calendar with all filing deadlines
Develop personal trading policy and code of ethics
Document conflicts of interest policy and disclosure procedures
Establish information barrier procedures if managing multiple funds
Review and understand pay-to-play regulations if accepting public pension LP capital
Fund Operations & Service Providers
The operational backbone of your fund
Select and onboard fund administrator (specializing in emerging managers)
Engage independent audit firm with VC fund experience
Hire or engage tax preparer for fund and management company returns
Engage compliance consultant for ongoing regulatory monitoring
Set up fund management platform for LP portal, data room, and portfolio tracking
Establish LP onboarding process (subscription docs, KYC, wire instructions)
Create capital call workflow with pro rata calculations and notice templates
Document distribution waterfall calculations and distribution process
Establish valuation policy per ASC 820 / IPEV guidelines
Create portfolio company reporting cadence and data collection process
Set up deal pipeline tracking and investment committee process
Banking, Treasury & Insurance
Where the money lives and how it is protected
Open dedicated bank account for the Fund LP (never commingle with management company)
Open dedicated bank account for the Management Company
Set up wire transfer capabilities with dual-signature controls for large wires
Establish treasury management policy for uninvested fund capital
Evaluate capital call credit line (subscription line of credit) if appropriate
Obtain Directors & Officers (D&O) liability insurance
Obtain Errors & Omissions (E&O) / professional liability insurance
Obtain cyber liability insurance
Review insurance requirements in LPA and ensure coverage meets LP expectations
LP Reporting & Communications
Building the trust that drives re-ups
Design quarterly report template (GP letter, portfolio updates, financials, capital accounts)
Establish quarterly reporting calendar with internal deadlines (data collection, drafting, review, distribution)
Set up LP portal for secure document delivery and self-service access
Create data room structure with appropriate folders for LP diligence
Build founder metric collection system (automated forms, follow-up cadence)
Prepare annual meeting format and logistics (in-person or virtual)
Establish LPAC formation process and meeting cadence
Create communication policy for material events between quarterly reports
Tax & Accounting
Getting the numbers right from day one
Determine fund and management company fiscal year-end
Set up fund accounting system (chart of accounts, GL structure) with fund admin
Establish management fee calculation methodology per LPA terms
Document organizational expense cap and tracking
Prepare for K-1 distribution timeline (March 15 deadline or file for extension)
Understand UBTI implications for tax-exempt LPs and plan accordingly
Establish expense allocation policy between fund and management company
Set up quarterly management fee calculation and draw process
Plan for carried interest tax treatment and three-year holding requirement
Technology & Security
The digital infrastructure for a modern fund
Select fund management platform (data room, LP portal, portfolio tracking, compliance)
Set up professional email domain and email accounts
Implement multi-factor authentication on all financial and fund management accounts
Set up document management system with version control
Establish data backup and disaster recovery procedures
Create cybersecurity policy (password requirements, device security, incident response)
Set up CRM or deal tracking system for fundraising pipeline
Configure LP communication tools (email, portal, document sharing)
Checklist summary
70
Total items
27
Critical
27
High
16
Medium / Low
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Data room, LP portal, compliance calendar, capital call management, and portfolio tracking. One platform that checks off half this list on day one.
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