For a US‑domiciled VC fund, LP eligibility generally hinges on US securities exemptions plus any investor’s home‑country rules:
- US rules: Most VC funds rely on Reg D 506(b) or 506(c), requiring Accredited Investors (and, for 506(c), verification). Know the investor limits and solicitation rules.
- Non‑US LPs (e.g., Canada, India): They must also comply with their local securities laws (private placement/eligible investor tests). You may need country‑specific legends, filings, or restricted marketing.
- Practical tips:
- Standardize documents in USD and keep one domicile (commonly Delaware).
- Avoid offering in jurisdictions where you lack counsel.
- Get local legal counsel for each non‑US LP’s compliance.
For guidance on fund structure choices and LP accessibility, see:
- Traditional fund vs. Start Fund: https://decilegroup.com/articles/traditional-vc-funds-vs-start-fund
- Check sizes/democratization: https://decilegroup.com/articles/check-sizes-emerging-vc
- US rules: Most VC funds rely on Reg D 506(b) or 506(c), requiring Accredited Investors (and, for 506(c), verification). Know the investor limits and solicitation rules.
- Non‑US LPs (e.g., Canada, India): They must also comply with their local securities laws (private placement/eligible investor tests). You may need country‑specific legends, filings, or restricted marketing.
- Practical tips:
- Standardize documents in USD and keep one domicile (commonly Delaware).
- Avoid offering in jurisdictions where you lack counsel.
- Get local legal counsel for each non‑US LP’s compliance.
For guidance on fund structure choices and LP accessibility, see:
- Traditional fund vs. Start Fund: https://decilegroup.com/articles/traditional-vc-funds-vs-start-fund
- Check sizes/democratization: https://decilegroup.com/articles/check-sizes-emerging-vc