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Fund Formation & Structuring

Digital Asset Fund Compliance

Digital Lawyers helps founders, fund managers and international businesses set up venture capital, private equity and crypto funds. We help you choose a jurisdiction, agree on investor terms and prepare the legal documents needed to launch. Working with local advisers and fund administrators, we coordinate fund formation and support investor onboarding and ongoing compliance. For digital asset funds, we also review token classification, custody arrangements and the regulations relevant to your activities.

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Fund Formation Jurisdictions and Structures

Working with local advisers and fund administrators, we help you choose a jurisdiction and fund structure that fit your investment strategy, investors and budget.

Table of contents
  • United States: Delaware Fund Formation
  • United Kingdom: Private Investment Funds
  • European Union: Luxembourg Fund Structuring
  • Cayman Islands and BVI: Offshore Fund Formation
  • Singapore, Switzerland and Other Jurisdictions
1.

United States: Delaware Fund Formation

We coordinate venture capital funds, private equity funds and investment SPVs using Delaware limited partnerships, LLCs, or, where appropriate, C-Corporations. US counsel reviews investor eligibility, securities filings and fund-manager registration or exemption requirements.

2.

United Kingdom: Private Investment Funds

We support UK fund formation through limited partnerships, including private fund limited partnerships where appropriate. Together with UK advisers, we help define investor terms, management fees, profit-sharing arrangements and applicable FCA requirements.

3.

European Union: Luxembourg Fund Structuring

We coordinate Luxembourg fund formation, including RAIFs, specialised investment funds (SIFs) and limited partnerships (SCSp). Local advisers assess the fund-management arrangements, AIFMD requirements and rules for marketing the fund across borders.

4.

Cayman Islands and BVI: Offshore Fund Formation

We coordinate Cayman Islands and BVI fund formation for venture capital, private equity and digital asset strategies. Options include Cayman exempted limited partnerships, BVI professional funds and private investment funds. We also assess master-feeder arrangements for different investor groups.

5.

Singapore, Switzerland and Other Jurisdictions

We also assess Singapore Variable Capital Companies (VCCs), Swiss investment funds and fund-management entities in Estonia or Lithuania. With local advisers, we review licensing, tax and operational requirements before recommending a structure.

Investment Fund Governance, Compliance and Tax Planning

Table of contents
  • Fund Governance and Legal Documents
  • Ongoing Fund Compliance and Investor Support
  • Crypto and Web3 Fund Structuring
  • Fund Tax Planning and Investment SPVs
1.

Fund Governance and Legal Documents

We help organise the fund, its management company and general partner where required. Fund agreements set out investor rights, decision-making, management fees and the manager’s share of investment profits, known as carried interest. We also define the roles of directors and investment committees, including what happens if a key member of the management team leaves.

2.

Ongoing Fund Compliance and Investor Support

After launch, we support investor onboarding, subscription agreements, side letters covering individual investor terms and updates to fund documents. We also advise on portfolio investments and coordinate with local advisers, fund administrators, custodians, banks and auditors on reporting and ongoing fund compliance.

3.

Crypto and Web3 Fund Structuring

We support crypto fund formation, digital asset funds and Web3 venture funds, including funds investing in both company shares and tokens. Our advice covers token classification, custody arrangements, wallet access, exchange onboarding and valuation policies. Together with local counsel, we review the regulatory requirements relevant to the fund and its manager and reflect them in the fund documents.

4.

Fund Tax Planning and Investment SPVs

Working with local tax advisers, we review the tax treatment of management fees, carried interest, investment income and distributions to investors, including withholding tax. We also coordinate FATCA and CRS investor tax reporting where applicable.

Where needed, we help structure investment SPVs, holding companies and master-feeder arrangements that allow different investor groups to invest through separate vehicles into one fund.

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FAQ

Which jurisdictions do you support for fund formation?

We form funds in the U.S. (Delaware LPs, LLCs, SPVs), U.K. (LPs, LLPs, management entities), EU (Luxembourg RAIF, SIF, SICAV, SCSp), Cayman Islands, BVI, Singapore, Estonia, Lithuania, and Switzerland for crypto and traditional funds.

Do you handle digital asset fund regulations?

Yes. We cover EU MiCA rules, Swiss DLT regulations, Cayman and BVI crypto fund treatment, custody requirements, and token classification.

What types of fund vehicles do you create?

We structure master and feeder funds, exempted limited partnerships, segregated portfolio companies, investment management entities, and hybrid equity token funds.

How do you manage fund governance and taxation?

We set up management companies, GPs, LPs, and governance frameworks. We advise on management fees, carried interest allocations, key person provisions, internal compliance, custody, and wallet access for digital asset funds.

Do you provide ongoing fund support after launch?

Yes. We assist with onboarding new investors, preparing side letters, amending fund terms, advising on portfolio transactions, and ensuring regulatory and reporting compliance.

Can you support token, crypto, and Web3 investment vehicles?

Absolutely. We handle token analysis, custody arrangements, exchange onboarding, valuation policies, and compliance with MiCA, Cayman and BVI crypto regulations, integrating these into main fund documentation.

Do you assist with cross-border tax planning?

Yes. We coordinate with local advisers on carried interest, fee allocation, withholding tax, FATCA/CRS compliance, master-feeder structures, and SPVs or holding companies for portfolio investments.