We provide end-to-end legal support for the formation and fundraising of private equity and venture capital funds, covering fund structure design, regulatory review, investor engagement, and tax planning. Our services help clients build fund platforms that are legally sound, operationally efficient, and commercially viable. We advise on various fund types including RMB funds, USD funds, and cross-border vehicles such as QDLP and QFLP.
Fund Structure Design
We assist clients in selecting appropriate legal forms—such as limited partnerships, corporate funds, or contractual vehicles—and in designing an overall fund structure that balances legal compliance with operational efficiency.
Key Document Drafting and Negotiation
We draft and review key legal documents including partnership agreements, fund contracts, promoter agreements, and articles of association, and participate in stakeholder negotiations to ensure clearly defined rights and responsibilities with appropriate risk allocation.
Entity Setup Support
We help establish fund managers, fund vehicles, and SPVs, guiding clients through regulatory registration procedures to ensure lawful formation and operational readiness.
Capital Commitment and Incentive Design
We design and optimize commitment mechanisms, capital contribution arrangements, distribution waterfalls, management fees, and performance compensation schemes, aligning incentive structures with business and regulatory expectations.
Fundraising Compliance and Marketing Review
We provide regulatory advice throughout the fundraising process and review marketing materials to ensure messaging methods and content avoid illegal public offering risks.
Investor Subscription Documentation
We assist in preparing and reviewing key subscription documents such as investment term sheets, commitment letters, and subscription agreements to ensure a complete, enforceable documentation package.
Foreign Investor Participation
We support clients in handling capital contributions by foreign limited partners, completing foreign exchange registrations, and designing tax-compliant cross-border investment structures.
Cross-Border Structure Advisory
We support clients in designing and implementing cross-border fund structures, including QDLP, QFLP, and red-chip models, offering integrated legal support for structural planning and regulatory compliance.
Tax Structuring and Layer Optimization
We provide tailored tax planning advice for fund architecture, management fee arrangements, and distribution schemes, helping clients achieve both regulatory compliance and tax efficiency.
Ongoing Compliance Advisory
We offer continuous legal support throughout the fundraising and operational phases, helping clients stay aligned with evolving industry regulations and policy directions.
Closing Support
We assist clients in completing initial closings and coordinating subsequent capital contributions, ensuring timely execution and full legal compliance.
