1

Is it necessary that I incorporate the LP, GP and ManCo simultaneously or can I register a DE LLC as a ManCo first?

Asked by:
Community Member
1
0
0
Jun 15, 2023
I already have almost 2% in hard-circle money and need to check the details on incorporating the ManCo, especially on how to start and through whom (platform) to do it. I'll have an advisor/LP in the ManCo who may become a partner. So I need to explore in detail all the aspects of the incorporation and Taxes. I read that even an LLC in DE in the case of Non-US may be taxed on capital gains and need to be sure how it will work.

Besides this, It seems that Decile Launch does not include the ManCo and the GP, just the fund itself. If that is the case, I need to know if I can use platforms like LegalZoom, Stripe Atlas or others and how to do it properly.
1 answer
Accepted Answer
Jun 15, 2023
DO NOT INCORPORATE ANYTHING. Stop now. This is a major waste of time and effort. You need a minimum of 10%+ hard circled via PACTs to begin a formation process. Then, you need to work with super specialized VC formation attorneys to get this done and the only viable place is Delaware

Your law firm must incorporate all 3 entities at the same time and also create all the operating agreements. Decile Launch includes all 3 entities and the operating agreements: ManCo, GP & LP. 

With respect to tax, don't provide tax advice to your LPs. This is for your reference only. LLCs are flow through entities. Tax burdens are created when money is distributed to your LPs and they must pay it on their personal returns. Capital gains are not sourced to a specific location. They are taxed in the jurisdiction of the ultimate beneficiary. 

Log In or Sign Up

Please Log In, or Sign Up to participate in the discussion.

Apply to VC Lab Cohort 15

Get full access to Decile Base and the Decile Hub venture platform for free by joining the VC Lab program.

Apply to VC Lab Cohort 15