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Cornerstone LPA: If a fund is established in one jurisdiction but accepts LPs from several Latin American countries, how are conflicts between the fund’s governing law and each LP’s local regulatory or tax requirements addressed?

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Usually this is handled by separating **core fund law** from **LP-specific local compliance**:

- The fund’s **governing law** controls the LPA generally
- Each LP’s local **securities, tax, AML/KYC, FX, and enforceability** issues are handled through:
- subscription documents
- local legal opinions
- side letters
- sometimes **feeder or parallel vehicles**

In practice:
- Keep the main LPA economics and governance standardized
- Customize only what is needed for each country’s regulatory or tax requirements
- Have counsel review **withholding, VAT / IVA, treaty use, capital controls, and offering rules** in each LP jurisdiction

Managers should avoid giving tax advice directly to LPs and direct them to local advisors.

References:
- https://decilehub.com/base/1-general_questions/163972-cornerstone-lpa-how-should-the-cornerstone-lpa-be-adapted-when-a-fund-is-formed-or-operates-in-latin-america-rather-than-in-the-united-states-or-europe-which-provisions-normally-require-local-legal-review
-
https://decilehub.com/base/1-general_questions/163968-when-should-lp-specific-requests-be-handled-through-a-side-letter-rather-than-by-modifying-the-main-lpa

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