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Scope of Services: Carta UK Fund Formation

Scope of Services: Carta UK Fund Formation

Type of Fund Structure and Regulation

United Kingdom Venture Capital Fund, structured as an English Private Fund Limited Partnership, operating as an unregulated Alternative Investment Fund.

This product requires an FCA-registered Alternative Investment Fund Manager, or the foreign equivalent.*

* You are responsible for either obtaining the relevant regulatory permissions to operate the fund, or engaging third party management services. Carta can provide introductions to such firms. 

 

Fund Sectors and Strategies 

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; and

  • No private debt. 


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

 

Fund Formation Services 

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

  1. Entity formation of a United Kingdom Venture Capital Fund (structured as an English Private Fund 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. Initial Limited Partnership Agreement

    3. Amended and Restated Limited Partnership Agreement 

    4. Terms Summary

    5. Subscription Agreement 

    6. Investment Management 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 make amendments to any of these documents outside of the commercial elections available, you will need to seek independent legal advice(2). Carta will ensure any amendments 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’s Fund Formation templates were created to be used by UK fund managers raising funds from global investors. If you are an international fund manager, you may need to consult your own legal counsel for additional compliance needs. 

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

  • Side Letters

  • Transfer Agreements for Limited Partners 

  • Transfer Agreements for Warehoused Investments 

  • Employment Letters 


If you are using a family office-style structure, holding companies or acquisition vehicles, you may need to consult your own region(s)-specific legal, tax, regulatory and accounting counsels and advisors to ensure product suitability. 

 

Auxiliary Fund Formation Services 

Carta offers the following auxiliary services, at an additional cost to your Fund Formation fee. 

General Partner Entity 

  1. Entity formation of a United Kingdom Limited Liability Partnership, to be used as the General Partner entity;

  2. Provision of General Partner entity-level documentation, as listed below:

    1. Incorporation Forms

    2. Limited Liability Partnership Agreement 

 


Carried Interest Vehicle 

  1. Entity formation of a United Kingdom Limited Liability Partnership, to be used as the Carried Interest Vehicle entity;

  2. Provision of General Partner entity-level documentation, as listed below:

    1. Incorporation Forms

    2. Limited Liability Partnership Agreement 

 

Closings 

Included in your Fund Formation fee, Carta will assist with the first close of your fund. This needs to be done entirely via the Carta dashboard. 

 

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. (“Carta”) and its affiliates. 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.

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