Structure builder

Build a first-pass fund architecture

Six inputs produce a working archetype, a domicile shortlist, a manager route and a launch sequence. The output is an issue map for a structuring memo, not an automated legal conclusion.

Capital and investors

How capital is funded and returnedA closed-ended fund draws capital as it invests.Investor basePrivate placement to eligible investors.Fundraising marketsA separate distribution analysis for every investor country.

Strategy and management

Portfolio assetsIlliquid equity, portfolio companies and exits.Single product or platformOne strategy and one governance perimeter.Management routeFirst determine who makes the regulated decisions.

Evidence required before shortlisting

A legally available structure remains a research candidate until six mandatory gates are evidenced in writing. An introductory call or a generic provider page is not evidence.

Offering route in every investor countryNo written evidence is available; this gate blocks the shortlist.Manager permission / host routeNo written evidence is available; this gate blocks the shortlist.Tax classificationNo written evidence is available; this gate blocks the shortlist.Mandatory providersNo written evidence is available; this gate blocks the shortlist.Banking and custodyNo written evidence is available; this gate blocks the shortlist.Anchor LP / investor channelNo written evidence is available; this gate blocks the shortlist.

Starting architecture

Closed-ended drawdown fund, usually a limited partnership is the starting point for professional / accredited investors, Multiple regions fundraising and vc / private equity. Eliminate candidates that lack a lawful manager or distribution route before comparing cost and speed.

Base archetype

Closed-ended drawdown fund, usually a limited partnership

Commitments, capital calls, an investment period, portfolio exits and a contractual waterfall.

The partnership is only the vehicle; manager and distribution permissions remain separate.

Manager route

Resolve the manager route before selecting the final vehicle

A fund vehicle does not create permission to manage assets or market interests. The manager route can eliminate otherwise attractive domiciles.

Global: there is no single passport; build a manager and distribution matrix for every investor country.
Map each regulated decision and the entity or person making it.
Obtain own-licence and hosted-platform feasibility proposals before formation.

Fund domicile candidates

Cayman ELP

An international private-markets vehicle, master/feeder or parallel route.

Luxembourg SCSp / RAIF

EEA-facing private capital with an external AIFM route and familiar institutional infrastructure.

Singapore VCC

A standalone or umbrella platform for APAC fundraising and multiple sub-funds.

Execution readiness

Confirmed: 0 · preliminary: 0 · unchecked: 6

Blocked

6 of 6 mandatory gates are not evidenced. The displayed jurisdictions remain research candidates and no vehicle should be formed.

Launch sequence and documents

Launch sequence

Freeze investor countries, eligibility, ticket sizes, strategy, assets, liquidity and target fund size.
Resolve product, manager and distribution perimeter before selecting a final domicile.
Compare viable domiciles together with legal form, mandatory providers, timing and full operating cost.
Design tax classification, feeders, blockers, parallel funds, carry and asset SPVs by function.
Negotiate governance, economics, conflicts, valuation, liquidity, defaults, key-person and removal mechanics.
Complete providers, banking/custody, diligence room, offering documents and first-close evidence as one launch workstream.

Documents and controls

Structuring, regulatory-perimeter and country-by-country distribution memo.
Constitutional document: LPA, articles, trust deed or fund rules, including governance and economics.
Offering memorandum, subscription agreement, investor representations and side-letter protocol.
Manager/GP/adviser, administration, custody/depositary, audit and delegation agreements.
Valuation, conflicts, expense allocation, AML/sanctions, data, cyber and business-continuity controls.
Tax classification, withholding, FATCA/CRS, investor reporting and asset-SPV memo.
Commitment, capital-call, default, recycling, distribution and waterfall mechanics.

This constructor narrows the issue set. Final architecture depends on investor countries, offering routes, manager permissions, tax classification, providers and asset-level law.

If you have questions or need a consultation, our experts will be glad to help.

Maria ZdrokClient Portfolio Manager

mariya@private.law Telegram

01Capital and investors

02Strategy and management

03Evidence required before shortlisting