Practice Area

Fund
Formation

Complete formation and documentation for venture capital, hedge, real estate, and alternative funds — from entity structuring and LP/GP agreements through Regulation D compliance and ongoing investor relations support.

Fund Structuring & Entity Formation

The right fund structure is the foundation of a successful capital raise. We advise general partners and investment advisors on entity selection, jurisdiction of formation, GP/LP economics, management fee and carried interest provisions, and the regulatory implications of each structural choice — before the first investor document is drafted.

Delaware LP and LLC fund formation

GP/management company entity structuring

Management fee and carried interest structuring

GP capital commitment provisions and co-investment rights

Parallel fund and feeder fund structures for non-U.S. investors

Investment advisor registration analysis (RIA/exempt reporting)

Fund Documentation

We draft the complete suite of fund formation documents — tailored to your strategy, investor base, and regulatory posture. Every document is drafted from the ground up to reflect your fund's specific economics and governance structure, not adapted from generic templates.

Limited partnership agreements and LLC operating agreements

Private placement memoranda (PPM)

Subscription agreements (506(b) and 506(c) compliant)

Side letters and investor-specific accommodations

Management agreements and advisory board provisions

Investor questionnaires and accredited investor verification

Fund Types

Our fund formation practice spans the full spectrum of alternative investment vehicles, with particular depth in early-stage venture, real estate opportunity funds, and digital asset structures.

Venture capital and early-stage growth funds

Hedge funds and liquid alternative strategies

Real estate private equity and opportunity funds

Crypto and digital asset funds

Search funds and fundless sponsors

Family office investment vehicles

Regulatory Compliance & Ongoing Counsel

Regulatory compliance doesn't end at formation. We provide ongoing counsel on Form D filings, state notice filings, investor communications, and fund governance — allowing general partners to focus on investing while we manage the legal infrastructure.

Form D filings and state blue sky notice filings

Regulation D 506(b) and 506(c) offering compliance

Regulation S compliance for non-U.S. investor allocations

NASAA EFD state notice amendments

Capital call and distribution mechanics

Investor reporting and communication review

Launching a fund?

We handle formation to first close. Schedule a consultation to discuss structure, timeline, and documentation.

Ready to launch your fund?

Ready to launch your fund?

We take general partners from concept to first close.

We take general partners from concept to first close.

Transactional counsel for private funds, emerging companies, and M&A transactions. New York, NY.

Our Firm

© 2026 Naim Law Firm PLLC — All rights reserved.

Attorney Advertising |

Prior results do not guarantee a similar outcome |

Transactional counsel for private funds, emerging companies, and M&A transactions. New York, NY.

Our Firm

© 2026 Naim Law Firm PLLC — All rights reserved.

Attorney Advertising |

Prior results do not guarantee a similar outcome |

Transactional counsel for private funds, emerging companies, and M&A transactions. New York, NY.

Our Firm

© 2026 Naim Law Firm PLLC — All rights reserved.

Attorney Advertising |

Prior results do not guarantee a similar outcome |