Scope of Services: Carta Fund Formation (Luxembourg)

Scope of Services: Carta Fund Formation (Luxembourg)

Type of fund structure and regulation 

Luxembourg Venture Capital Fund, structured as a Luxembourg Special Limited Partnership (société en commandite spéciale), qualifying as an alternative investment fund (fonds d'investissement alternatif) within the meaning of the Alternative Investment Fund Managers  Law (AIFM Law).   

This product requires a Luxembourg registered sub-threshold alternative investment fund manager (Gestionnaire de Fonds d'Investissement Alternatifs), which also acts as the resident partnership manager (gérant) of the fund (the General Partner). You are responsible for the structuring and running of the General Partner  yourself. However, Carta will assist you through its local Luxembourg partner if you have contracted for General Partner set-up.

 
Fund sectors, strategies and investors  

Portfolio investments made by the fund must comply with Carta’s compliance requirements. Carta will provide support for varied fund sectors and strategies, yet limitations are: 
 

• No PE-style investments, only direct investments in early-stage private companies

• No Crypto-related investments

• No Fund of Funds

• No Fund Feeders

• No private debt

For queries on specific sectors or strategies, please talk to your Carta representative. 

This structure does not allow marketing or pre-marketing (as defined in AIFM Law) nor under the passport regime.

Only eligible counterparties, professional investors or investors that opt up to professional investors may invest in the fund. AIFM Law restricts investment by retail investors. 

 

Fund formation services 

The scope of service that will be provided by Carta is as follows: 

1. Entity formation of a Luxembourg Venture Capital Fund (structured as a Luxembourg Special Limited Partnership),  to be used as the fund entity.  

2. Provision of fund-related and fund entity-level documentation, as listed below;

   1. Incorporation Forms

   2. Limited Partnership Agreement 

   3. Private Placement Memorandum 

   4. Subscription Agreement 

These documents are made available on the Carta platform (1), along with Carta’s fund formation questionnaire which allows you to make commercial elections for the fund that will be reflected within the documents.  These elections can be changed throughout the fund formation process and will automatically update into the documents until execution. 

Where you want to customize any of these documents outside of the commercial elections available, you will first need approval from your Carta representative and may be instructed to seek independent legal advice (2).  Carta will ensure any custom changes  you are seeking do not impact Carta’s ability to provide Fund Administration Services. Once your amendments are in final form, Carta will reflect those changes in your fund documentation. 

Carta will not provide the following types of documents: (3)

• Side Letters

• Transfer Agreements for Warehoused Investments 

• Employment Letters 

• Amendments

 
Closings 

 
Closings must be executed on the Carta dashboard using our subscription documents and investor questionnaire. The Carta dashboard allows you to invite LPs to create a Carta account to complete closing steps. You are responsible for tracking LPs as they execute on subscription agreements. 

You are responsible for maintaining your, your fund’s and related entities’ compliance with all applicable laws, rules, and regulations when accepting LPs into your fund and tracking LPs as they execute on subscription documents.

 

Bank accounts 

If you wish, we will set up your bank account, the cost of which is included in the formation fee. 

To discuss any services that are outside of the scope addressed above, please talk to your Carta representative. 

 

(1)  The Carta platform means the online dashboard(s) made available to you by us and its/their related digital applications. 
(2) Additional documentation or information may be required by Carta as circumstances warrant.  
(3) Talk to your Carta representative for legal partner referrals to help with the listed documents. 


DISCLOSURE: This communication is being sent on behalf of eShares, Inc. dba Carta, Inc. and its affiliates (“Carta”). Certain transactional fees may apply. This communication is not to be construed as legal, financial, accounting or tax advice and is for informational purposes only. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein.