Fund Formation & Private Investment Vehicles
Recalde Law Firm advises fund sponsors, investment managers, family offices, entrepreneurs, and investor groups on the formation and operation of private investment vehicles. We structure traditional investment funds, single-investment SPVs, syndicates, co-investment vehicles, and other pooled investment arrangements — from initial structuring through investor onboarding, closing, and ongoing legal matters.
Investment Structures
We advise on the full spectrum of private investment structures — from single-asset SPVs organized for one transaction to multi-strategy funds with institutional investors. The right structure depends on your investor base, strategy, regulatory situation, and objectives.
Single-investment vehicles formed to acquire or hold a specific asset or transaction. The fastest-moving structure in private markets — used for venture investments, real estate, co-investments, and secondary purchases.
Formation of venture capital investment structures for emerging managers, experienced investors formalizing their strategy, and VC sponsors launching successor vehicles.
Structures for sponsors pooling capital to acquire, operate, or invest in private businesses. From lower-middle-market buyout vehicles to deal-by-deal acquisition arrangements.
Funds, syndications, and SPVs formed for real estate investment strategies. We advise sponsors on structures suited to their asset type, investor base, and regulatory posture.
Deal-by-deal vehicles through which a sponsor or lead investor organizes participants for a single transaction. Separate co-investment SPVs for investors participating alongside an existing fund or lead.
Tailored investment structures for families investing collectively, independent sponsors raising deal-specific capital, and search fund sponsors acquiring a business to operate.
What We Prepare
From initial entity formation through investor onboarding, documentation, and regulatory filings — we handle the complete legal work for private investment vehicles.
We form the entities that make the vehicle work — the fund LP or LLC, general partner, management company, and sponsor and carry structures. Entity selection, jurisdiction, and structure are determined by your investor base, regulatory situation, and operational objectives. We advise on structure first, then build it.
Limited partnership agreements, LLC operating agreements, investment management agreements, and the carried-interest and fee provisions that define how the vehicle operates and how managers are compensated. Drafted to reflect market terms for your vehicle type and investor base — not a generic template.
Subscription agreements, investor questionnaires, private placement memoranda, side letters, and co-investment documentation — the full package for investor onboarding from initial close through additional closings. We also handle capital call documentation and investor admission mechanics.
Regulation D offering compliance, Form D and state blue-sky notice filings, bad actor disqualification analysis, exempt reporting adviser assessment, and Regulation S structuring for offshore investor tranches alongside domestic offerings. We advise on the right exemption and what it requires — not just file the paperwork.
Amendments, additional closings, investor transfers and assignments, carry restructuring, regulatory update advice, and wind-down and liquidation counsel. Our work does not end at first close — we support the vehicle through its operating life.
RIA registration and exempt reporting adviser filings, Marketing Rule compliance, cross-border structuring for non-U.S. investors and sponsors, FIRPTA and foreign investor considerations, and coordination with offshore counsel for parallel Cayman or BVI structures.
Clients
We represent the full range of private investment sponsors and managers — from individuals raising their first vehicle to established managers launching successor funds and additional-close SPVs.
Our clients include U.S.-based sponsors and international managers with Latin American investor bases, capital sources, or assets. We work with sponsors at formation and stay engaged through the vehicle's operating life.
How We Work
A clear process — from strategy to formation to closing — so you know where you are and what comes next.
Initial consultation covering investment strategy, investor base, regulatory considerations, and structuring objectives.
Entity selection, jurisdiction, exemption analysis, adviser registration considerations, and structure recommendation.
Governing documents, offering materials, and investor subscription documents tailored to your vehicle and investor base.
Investor admission, subscription processing, regulatory filings, and initial and subsequent closings.
Amendments, additional closings, regulatory updates, and ongoing legal support through the life of the vehicle.
International
Recalde Law Firm regularly works with U.S. and international clients on investment structures involving investors, sponsors, or assets located in multiple jurisdictions. We coordinate with the client's tax advisers and foreign counsel when a structure involves non-U.S. investors, offshore entities, or cross-border ownership.
Our cross-border practice draws on experience with Latin American sponsors and investors, U.S.-based managers raising capital from non-U.S. sources, and international families investing through U.S.-based vehicles. We advise on structure — not on tax outcomes.
Discuss Your StructureGet in Touch
Tell us about your proposed structure and we will schedule a conversation. No commitment required.