How to Choose a Lawyer for Your Fund

Choosing a potential lawyer for your fund is an important decision, helping you formalize your legal structure while guiding you through the obligations of becoming a fund manager. Here are some criteria to use in interviewing and picking your fund’s lawyer.

1. Coverage

Ask who will be your daily point-person and overall coverage model with your legal team.

  • Will you have separate lawyers for fund formation, investment deals, service provider contracts, SPVs (special purpose vehicles), and human resources law, etc.? e.g., two lawyers; one handling fund formation and another handling investment deals, for cost savings or specialization.

2. Expertise & References

Verify your lawyer has experience working with funds, investors, and investments like yours.

  • Is your lawyer familiar with the types of investment deals you will do? e.g., leading rounds, mergers & acquisitions, follow-on investments, recapitalizations, board seats, governance side letters, etc.?

3. Structure Familiarity

Confirm your lawyer will balance the interests of your team, investors, and portfolio companies — optimizing each member’s needs across setup, ownership arrangements, and capital movements.

Fund Formation

  • Will your lawyer create a “Summary of Principal Terms” or equivalent document to outline your fund structure, terms, contributions, distributions, and fees? e.g., to be used later in fundraising conversations with investors.


  • Will your lawyer support multiple closes for your fundraise? e.g., most fund managers may perform multiple closings to reach a fund’s goal size.


  • Will your lawyer work with your investments to execute deal documents? Will they assess your ongoing rights? e.g., board seat intent, information rights, ownership rights & pro-rata rights?

4. Communication

Stay in regular contact with your lawyer to guide you through fundraising, timing, exceptions, and investor questions.

  • Will your lawyer communicate directly with investors? Will they manage negotiations?

5. Pricing

Ensure you are comfortable with all legal costs, as counsel fees are often your largest expense as a new fund manager.

  • What is included in your lawyer’s pricing? Is pricing hourly, a flat rate, based on the number of general partners, or calculated as a percentage of fund size?

6. Regulatory

Coordinate with your lawyer around regulatory filings including state and federal registrations.

  • Will your lawyer coordinate state and federal regulatory requirements? Will they alert you when payments are due? e.g., filings with the SEC, annual filings, disclosure documents, registrations (for example in Delaware or in your home state)? If not, ensure your fund administrator has agreed to take this over.

Picking a lawyer can be challenging and time consuming. Be sure to ask the right questions to confirm your needs are met, so you can position yourself for a successful launch and investing cycle.

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Kaego Rust is CEO at KHOR Consulting. If you’re looking for help, contact or visit

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