This section outlines the general process and flow to launch a new OCV Fund.
Fund Entities
- Open Core Ventures (OCV) Fund [#] GP LLC
- Open Core Ventures (OCV) Fund [#] LP
Engage the Legal Team to create fund formation documents and required filings for both fund entities.
For the GP LLC entity, determine and provide:
- Name(s) of General Partner(s)
- Operating agreement terms (if different from standard / market terms)
- Economic assignees and allocations (note if anyone is using a trust or entity name)
- Vesting details
For the LP entity, determine and provide:
- Total committed capital amount
- General Partner (LLC) contribution %
- Limited Partner contribution %
- Committed capital details of the known limited partners
- Fund life: industry standard 10 years, option to extend for additional 2 years with GP / LP agreement
- Management fee details
- Carry details
- Fund expense details
- Fund reporting details (frequency of audited or unaudited financial statements provided to LPs)
Both fund entities use the same Registered Agent Service and OCV’s primary mailing address.
Registrations & Filings
While the Legal Team is drafting the detailed Limited Partnership Agreement (LPA) and fund Subscription Agreement, they can file Delaware registrations first in order to obtain EINs for the two entities. EINs are required for bank accounts and fund admin setup.
- Delaware
- GP LLC Entity: Certificate of Formation and Form SS-4 (for EIN)
- Both signed by the General Partner
- LP Entity: Certificate of Limited Partnership and Form SS-4 (for EIN)
- Both signed by the General Partner
- California
- Application to Register a Foreign Limited Liability Company (LLC)
- Application to Register Foreign Limited Partnership (LP)
These applications are signed by the General Partner and name the same Registered Agent Service as DE filings. The Legal Team files for foreign qualification in CA. OCV team provides CA certified copies to the Registered Agent Service.
- EDGAR
- For EDGAR Account (EDGAR access codes) Application, General Partner is required to sign:
- Services Acceptance Letter (e-Signature)
- POA for Account Administrators (wet signature and notary required)
- Form ID (wet signature and notary required)
Bank Accounts
Once the Legal Team provides EINs for the GP and LP entities, contact the Bank’s Fund Services team to open a bank account for each entity. Each bank account application requires:
- EIN
- W-9 Form (latest from IRS website)
- Check “Partnership” for LP entity
- Check “LLC” for GP LLC entity; enter P (partnership) for tax classification
- Control Person details (including ID upload)
- Beneficial Owner(s) including ownership %s, and their KYC details (including ID upload)
- All authorized persons for the bank account to sign the application
After the bank accounts are setup, work with the Banking team to determine whether an Insured Cash Sweep (interest bearing) add-on product would be appropriate.