Series LP Fund Structure

Most funds and SPV's AngelList supports are structured using a Delaware Series Limited Partnership fund structure.

In this structure, each fund or SPV is created as a series LP formed pursuant to a Master Limited Partnership:

  • Each Master LP is registered in Delaware under Delaware Law.
  • Each individual Series LP is not registered in Delaware but is created under Delaware law pursuant to the Master LPA as a distinct legal entity. Investors invest in individual series and the series hold assets distinctly from one another. Each series is also taxed as a distinct partnership.


Example:

Breakout Fund 1, a Series of ALV Funds, LP

  • Breakout Fund 1 is the Series LP that investors invest in and holds legal title to investments.
  • ALV Funds, LP is the Master LP that is registered in Delaware.
  • Breakout Fund 1, a series of ALV Funds, LP is the complete legal name for the investing series LP

 

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.

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