Usually, LPs can remove a GP only if the **LPA expressly provides “Removal Conditions.”** In most VC funds, those are typically **for-cause** events such as:
- fraud
- willful misconduct
- gross negligence
- material breach of the LPA
- certain regulatory disqualifications
- sometimes key person or conflict-related triggers
**Poor performance alone usually is not enough.**
What happens after removal is **document-specific**. In many LPAs:
- the GP may **lose future management fee rights**
- the GP may **forfeit some or all future carried interest**
- accrued or already distributed amounts may be treated differently depending on the LPA
I can’t confidently confirm a universal post-removal carry/fee outcome from the provided material.
References:
- https://decilehub.com/base/1-general_questions/163683-when-can-the-gp-be-removed
- https://decilehub.com/base/1-general_questions/163982-what-threshold-and-process-apply-to-removal-of-the-gp-for-cause-versus-without-cause
- fraud
- willful misconduct
- gross negligence
- material breach of the LPA
- certain regulatory disqualifications
- sometimes key person or conflict-related triggers
**Poor performance alone usually is not enough.**
What happens after removal is **document-specific**. In many LPAs:
- the GP may **lose future management fee rights**
- the GP may **forfeit some or all future carried interest**
- accrued or already distributed amounts may be treated differently depending on the LPA
I can’t confidently confirm a universal post-removal carry/fee outcome from the provided material.
References:
- https://decilehub.com/base/1-general_questions/163683-when-can-the-gp-be-removed
- https://decilehub.com/base/1-general_questions/163982-what-threshold-and-process-apply-to-removal-of-the-gp-for-cause-versus-without-cause