Venture Legal

Mike had said there are 5 legal entities in domiciling in Toronto, Canada - what are they and why 2 extra then normal?

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Community Member
Nov 10, 2023
3 legal entitities of a venture capital firm

venture capital firm typically consists of three legal entities:1. The Management Company (ManCo) - This is the enduring entity across all funds and is owned by the fund managers. It typically employs professionals working across all of the firm’s funds.

2. The General Partner (GP) Entity - This entity manages the activities of the fund and is mostly owned by the Management Company. A new General Partner Entity is set up for each fund.

3. The Limited Partnership (LP) - This is the actual fund where the Limited Partners invest into and from where portfolio investments are deployed. A new Limited Partnership is set up for each fund.

Mike had said in canada there are 2 more
2 answers
Accepted Answer
Nov 10, 2023
See the diagram below: 
Community Member
Nov 13, 2023
Thanks Mike ! 
The Special Limited Partner is the GP entity. The reason Ontario domiciled firms need 5 instead of 3 entities is for tax optimization purposes. This approach has been vetted by the top law and tax firms in Ontario. The cost for for forming and administering firms in Ontario powered by Decile Launch is the same as in Delaware.
Nov 23, 2023 11:04pm
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