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Mike had said there are 5 legal entities in domiciling in Toronto, Canada - what are they and why 2 extra then normal?

3 legal entitities of a venture capital firm

venture capital firm typically consists of three legal entities:1. The Management Company (ManCo) - This is the enduring entity across all funds and is owned by the fund managers. It typically employs professionals working across all of the firm’s funds.

2. The General Partner (GP) Entity - This entity manages the activities of the fund and is mostly owned by the Management Company. A new General Partner Entity is set up for each fund.

3. The Limited Partnership (LP) - This is the actual fund where the Limited Partners invest into and from where portfolio investments are deployed. A new Limited Partnership is set up for each fund.

Mike had said in canada there are 2 more
2 See in Base
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See the diagram below: 
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Answered by

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Thanks Mike ! 
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The Special Limited Partner is the GP entity. The reason Ontario domiciled firms need 5 instead of 3 entities is for tax optimization purposes. This approach has been vetted by the top law and tax firms in Ontario. The cost for for forming and administering firms in Ontario powered by Decile Launch is the same as in Delaware.
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@Mike Suprovici This is great, thanks for the info! Does this same type of structure apply if you are doing a VC syndication (SPV)?

For those trying to build a track record as solo GP, I've been trying to understand structures that have been used to setup an SPV in Toronto, Ontario. Any insights here would be great!

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