Guide 2 of 5 · Abax Fund Admin · 2026 Edition

The Micro VC Fund
Launch Checklist

Everything you need to do before your first close — organized chronologically, with the operational context that most checklists leave out. 46 items across 6 phases.

YOUR PROGRESS

0 / 46 complete

This checklist covers the full pre-launch and launch sequence for a micro VC fund — from deciding on a structure through your first capital call. It is organized chronologically: the sequence matters as much as the individual items.

It is written for first-time GPs raising a Fund I in the

M–

0M range. If you're raising a larger fund with institutional anchor LPs, some of the legal and compliance requirements will differ.

This checklist covers operational and administrative requirements. It is not a fundraising playbook. Read The Emerging Manager's Complete Guide to Fund Administration for the full operational context behind each phase.

01PHASE

T MINUS 4–6 MONTHS

Fund strategy and structure decisions

The decisions that must be made before any legal work begins. These are questions to answer, not tasks to complete. Your attorney cannot draft your LPA until you've resolved all of them.

Investment thesis defined — in one clear paragraph
Your thesis needs to be specific enough to explain in 30 seconds: sector focus, stage, geography, differentiation. "Early-stage B2B SaaS in the Southeast" is a thesis. "Interesting companies across tech" is not.
Critical
Fund size target set — with a minimum viable close
For Fund I, start conservative. Identify both your target size and the minimum at which you'd proceed — that minimum drives your portfolio construction math.
Critical
Fund structure decided — LP/GP limited partnership
The standard structure for a US VC fund is a Delaware limited partnership, with a GP entity (typically an LLC) and a separate management company entity. For a first fund targeting US LPs, Delaware LP is the default.
Legal
Jurisdiction confirmed — Delaware LP (US), or Cayman (international LPs)
Delaware is the default for US-focused funds. If you expect significant non-US LP commitments, a Cayman Islands exempted LP may be more tax-efficient for those investors.
Legal
Portfolio construction model built — check size, number of investments, follow-on reserve
Define your typical initial check size, the total number of investments you plan to make, and what percentage of the fund you're reserving for follow-on. These three numbers must be internally consistent with your fund size.
Critical
Management fee and carry structure decided — standard is 2/20
The industry standard is a 2% annual management fee on committed capital and 20% carried interest. Variations are common: reduced fees on smaller funds, step-down provisions after the investment period, deal-by-deal vs. whole-fund carry.
Critical
Fund term decided — standard 10 years with 2×1-year extensions
Ten-year fund terms with two optional one-year extensions are the standard for early-stage VC. Extensions typically require LP approval.
Legal

Before you engage your attorney: share your fund structure decisions with your prospective fund administrator. They will identify operational implications that your attorney may not flag — particularly around how management fee calculations, carry structures, and LP economics get implemented in the accounting system.

02PHASE

T MINUS 3–4 MONTHS

Legal foundation

The legal workstream. GPs consistently underestimate how long this takes — budget 8–12 weeks for a clean first fund, longer if you have complex LP situations or international structures.

Fund formation attorney engaged — VC specialist, not a general corporate firm
A general corporate attorney who "does some fund work" is not the right choice. VC fund formation is a specialty — the LPA drafting, SEC exemption analysis, and LP negotiation experience of a dedicated attorney is meaningfully different from a generalist.
Critical
GP entity formed — LLC for the general partner
The GP entity is the legal entity that acts as general partner of your fund. Typically an LLC in Delaware, registered in your home state if different. You'll also need an EIN for this entity.
Legal
Fund entity formed — Delaware limited partnership
The fund entity is the LP that holds capital from your investors and makes investments. Separate from the GP entity. Also needs an EIN, a registered agent in Delaware, and a separate bank account.
Legal
Management company entity formed — LLC for firm operations
The management company is the entity that employs you, receives management fees from the fund, and pays operating expenses. It's separate from the GP and the fund.
Legal
EIN obtained for each entity — fund, GP, management company
You need a separate Employer Identification Number (EIN) from the IRS for each legal entity. You can't open bank accounts without them. Start early.
Legal
LPA drafted and reviewed — key economic terms locked
The Limited Partnership Agreement is the governing document of your fund. It defines management fees, carried interest, LP protections, capital call procedures, distribution waterfalls, GP removal rights, and everything else.
Critical
PPM (Private Placement Memorandum) drafted
The PPM is the disclosure document you provide to prospective LPs under Regulation D. Required before you formally solicit LP commitments. Typically takes 2–3 weeks to finalize after the LPA is substantially complete.
Legal
Subscription agreement template prepared
The subscription agreement is what each LP signs to commit capital to the fund. Your administrator needs this document before LP onboarding begins.
Legal
Form D filed with the SEC within 15 days of first sale
When you accept your first LP commitment, you must file a Form D with the SEC within 15 days. State-level "blue sky" filings may also be required.
Legal
Investment adviser status determined — ERA or RIA registration
Most first-time GPs qualify as Exempt Reporting Advisers (ERA) under the VC Fund Adviser Exemption. Confirm with your attorney which exemption applies.
Legal

8 QUESTIONS TO ASK YOUR FUND FORMATION ATTORNEY

What percentage of your practice is VC fund formation? How many Fund I launches in the last 12 months?
Do you have experience with the specific fund size and LP type I'm targeting?
What's your typical timeline from engagement to first close-ready documents?
How do you handle side letter negotiations — what are the most common LP asks?
Do you have relationships with fund administrators, auditors, and CPAs you regularly work with?
How are your fees structured — hourly, fixed, or a combination?
Do you advise on ERA vs. RIA determination, and will you handle the Form ADV filing?
Can you share a redline of a typical LPA from a similar fund you've recently formed?

03PHASE

T MINUS 2–3 MONTHS — RUN IN PARALLEL WITH PHASE 2

Operational infrastructure

The operational workstream. This phase runs concurrently with your legal work — not after it. Both workstreams should be complete and ready when your first LP commits capital.

Fund administrator engaged — before first close, not after
This is the single most common operational mistake in fund launches: waiting until after the first close to engage the fund administrator. Your administrator needs your LPA to configure LP capital accounts correctly.
Admin
Fund bank account opened — dedicated account for the fund entity
The fund entity needs its own dedicated bank account — separate from your management company account. Wire instructions from this account will be in every capital call notice. Allow 2–3 weeks.
Finance
Management company bank account opened — separate from fund account
Your management fee flows from the fund entity to the management company. Keep these accounts strictly separate — commingling is both a compliance issue and an accounting nightmare.
Finance
Management company accounting set up — QuickBooks or equivalent
Your fund administrator handles the fund's accounting. Your management company — which receives management fees, pays salaries, and covers firm operating expenses — needs its own bookkeeping.
Ops
LP data room and document management set up
You need a secure, organized location for fund documents — your PPM, LPA, subscription agreements, LP statements, and capital call notices. Having this organized before first close signals professional preparation.
LP
CRM for LP relationship tracking selected and set up
You need to track every LP conversation, commitment, and follow-up. A simple Notion database works for a first fund; Affinity and Visible are purpose-built VC CRMs. The specific tool matters less than the discipline.
LP
Professional email domain and communication setup
You need a professional email domain before LP conversations begin. A Gmail address signals that your firm isn't a real firm yet. Domain, Google Workspace setup, and a simple website should all be live.
Ops

Your fund administrator onboarding runs in parallel with your legal finalization — share your LPA draft as soon as it's substantially complete. Your administrator will review it for operational implications: how management fees are calculated, how carried interest accrues, whether there are LP-specific economic terms that require special accounting treatment.

04PHASE

T MINUS 2–4 MONTHS — CONCURRENT WITH PHASES 2 AND 3

LP pipeline and fundraising preparation

This is not a fundraising playbook. This phase covers the operational and legal aspects of LP management that intersect with your fund's administration.

Pitch materials prepared — deck, data room, one-pager
Your pitch deck, fund data room, and a one-page fund summary should be finalized before you approach institutional LPs. LPs often share decks — make sure every version in circulation is the same document.
LP
LP qualification framework established — accredited investor vs. qualified purchaser
Before accepting any commitment, you need to verify each LP's status under securities law. For a 3(c)(1) fund, investors must be accredited investors. For a 3(c)(7) fund, investors must be qualified purchasers.
Legal
Side letter framework defined — key terms and non-negotiables
Side letters allow individual LPs to negotiate terms outside the standard LPA. Know which terms you're willing to grant before any LP asks.
Legal
Soft circled capital tracked — commitment pipeline vs. signed subscriptions clearly separated
A verbal commitment from an LP is not the same as a signed subscription agreement. Maintain a clear internal distinction between soft circles, signed subscriptions, and funded capital.
LP
Minimum viable first close amount defined
Your first close is the moment you accept capital and start the clock on your fund. Define in advance the minimum size at which you're prepared to close.
Critical

05PHASE

T = FIRST CLOSE

First close — the operational sequence

The moment capital arrives. If your fund administrator is already engaged and configured — which they should be — this phase runs smoothly and quickly.

Subscription agreements fully executed with all first-close LPs
Every LP in your first close must have a fully signed subscription agreement on file before their wire is accepted. No exceptions. Your fund administrator needs these documents to establish LP capital accounts.
Critical
AML/KYC completed on all first-close LPs before wires accepted
Anti-money laundering and know-your-customer compliance must be completed before you accept capital from each LP. This is not optional. New FinCEN regulations effective 2026 make this even more important.
Admin
LP wires received and reconciled against subscription commitments
Your fund administrator reconciles each incoming wire against the corresponding subscription agreement — confirming the amount matches, the wire source matches, and the fund bank account balance is correctly reflected.
Finance
Form D filed with SEC within 15 days of first sale
The clock starts when you accept your first LP commitment — not when capital is wired. File Form D within 15 days. State-level blue sky filings due on similar timelines.
Legal
LP capital accounts established in fund administration system
Your fund administrator sets up an individual capital account for each LP, reflecting their commitment, initial funding, and economic terms. These accounts are the foundation for every LP statement and distribution.
Admin
First LP welcome communication sent — confirming investment and reporting cadence
Send a formal welcome letter confirming the investment, the fund's wire details for future capital calls, the expected reporting schedule, and your contact information. This is the first piece of LP communication in a 10-year relationship.
LP

06PHASE

FIRST 90 DAYS OF OPERATIONS

First 90 days — building the operational rhythm

The first quarter of a live fund sets the operational tempo for the next 10 years. What you establish here — reporting cadence, vendor relationships, compliance habits — compounds forward.

First investment closed and documented
Your fund administrator records your first investment — the investment amount, the instrument (SAFE, convertible note, or equity), the portfolio company details, and the initial carrying value. Investment documentation should be provided within 5 business days.
Admin
First quarterly LP update prepared and sent
By the end of your first full quarter, you should have sent an LP update: fund status, portfolio company updates, and an initial capital account statement. The format you establish in Q1 becomes your template for the next 10 years.
LP
Audit firm engaged — VC specialist, early engagement
The best VC-specialist auditors have waitlists. Engage your auditor in the first 90 days — not in December when you're scrambling for year-end.
Finance
First capital call issued — management fee funding or investment capital
Your first capital call will typically fund either your initial management fee draw or your first investment. Your fund administrator processes the capital call: calculating each LP's pro-rata share based on commitment, generating the call notice with wire instructions, and tracking payment receipts.
Admin
GP commitment funded — 1–2% of fund size
Most LPAs require the GP to commit capital to the fund. The standard range is 1–2% of fund size. This is funded the same way as LP capital — via capital call — and your capital account is managed alongside your LPs'.
Finance
First management fee calculated and drawn
Management fees are typically calculated quarterly on committed capital and drawn from the fund's bank account to the management company account. Your fund administrator calculates the fee according to your LPA terms.
Finance
D&O / E&O insurance secured — fund and management company
Directors & Officers and Errors & Omissions insurance protects you and your fund against claims. Your attorney and fund administrator can recommend providers who specialize in emerging manager coverage.
Ops
CPA / tax firm engaged — for fund K-1s and management company returns
Engage your CPA in the first 90 days. Your fund administrator prepares all the underlying records your CPA needs for the annual tax return and K-1 preparation.
Finance
Annual compliance calendar created and shared with all vendors
Build a single shared calendar of every recurring annual obligation: quarterly LP statements, annual audit timeline, tax return deadlines, K-1 distribution dates, Form ADV annual amendment. Missing a regulatory deadline on a first fund is not a recoverable error.
Critical
AML program implemented — written policy, LP risk assessments, monitoring procedures
New FinCEN regulations effective 2026 require all emerging VC managers to have a formal written AML program in place. This is not optional.
Admin
Valuation methodology documented and reviewed with administrator and auditor
Your fund's investment valuation methodology — how you mark portfolio companies between financing rounds — needs to be documented and consistently applied. Get alignment on approach in the first 90 days, not at year-end audit.
Finance

Quick reference — vendor engagement timeline

Every service provider you need, what they handle, and when to engage them. Sequence matters.

Vendor	What they handle	When to engage
Fund formation attorney	LPA, PPM, subscription agreements, entity formation, Form D, ERA/RIA determination, blue sky filings	T minus 4 months
Fund administrator (Abax)	Fund accounting, LP reporting, capital call processing, AML/KYC, financial statement prep, audit support, carry tracking	T minus 2–3 months
Audit firm (VC specialist)	Annual financial audit — independent, required by most institutional LPs	First 90 days
CPA / tax firm (VC specialist)	Fund tax returns (Form 1065), K-1 preparation and distribution, management company taxes	First 90 days
Fund bank	Separate bank accounts for fund entity and management company	T minus 2 months
Data room provider	Secure document sharing for LP diligence (PPM, LPA, team bios, track record)	T minus 2 months
CRM	LP relationship tracking, pipeline management, commitment status	T minus 3 months

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