Venture Capital Fund Formation:

Private Placement Markets provides a comprehensive plug-and-play solution to legally forming your Venture Capital Fund. Most investors in Venture Capital Funds expect to see the Fund setup as a Limited Partnership. Since a Limited Partnership needs to have a General Partner, it is advisable for liability purposes to create a Limited Liability Company to serve as the General Partner of the Fund.

Private Placement Markets Comprehensive Venture Capital Fund Formation process includes the necessary certificates, documents, and agreements to form both the Fund and the General Partner, along with comprehensive step-by-step instructions explaining how to handle every step.


Here is a list of the legal documents you will receive from Private Placement Markets to form the new Venture Capital Fund:

  • Custom Confidential Private Placement Memorandum (the “PPM”): The PPM includes a description of the Fund’s investment objective and investment process, a summary of terms, risk factors, U.S. federal income tax considerations, ERISA and other benefit plan considerations and other relevant disclosure.

  • Limited Partnership Agreement: The Limited Partnership Agreement provides the rights and obligations of the limited partners and the general partner of the Fund.

  • Subscription Agreement: The Subscription Agreement provides the representations, warranties and covenants of limited partners investing in the Fund.

  • Certificate of Limited Partnership: The Certificate of Limited Partnership is filed with the Secretary of State and forms the Fund.

  • Form SS-4: Form SS-4 is used to obtain an Employer Identification Number (“EIN”) from the Internal Revenue Service (“IRS”) for the Fund and the General Partner.

  • Form U-2: Form U-2 must be filed with each state in which the Fund’s Limited Partners reside.

  • Form D: Form D must be filed with the SEC and each in state in which the Fund sells any of its shares.

  • Application for EDGAR Codes: This Application for EDGAR Codes is used to obtain EDGAR Codes so the Fund can file its Form D's with the Securities and Exchange Commission (“SEC”) within 15 days of it selling any of its securities to investors.

  • Certificate of Formation: The Certificate of Formation is filed with the Secretary of State in which it was formed, and forms the General Partner.

  • Operating Agreement: The Operating Agreement is signed by each member of the General Partner.

  • Investment Management Agreement: The Investment Management Agreement is the agreement pursuant to which the Fund pays the management fee to the Management Company.

Capitalization of a New Venture Capital Fund:


Private Placement Markets Focuses on ensuring your new Venture Capital Fund meets its initial capitalization needs to get your Fund off the group. Private Placement Markets is quickly becoming the Global Leader for successful offerings, complete with documentation and filing services. Whether through a Private Offering or a Public Offering, Private Placement Markets has an industry-validated processes in place to do it right every time.

Private Placement Markets takes the lead in drafting all the ancillary documents necessary to conduct the offering, including:

  • Offering Memorandums

  • Preparing all SEC (or equivalent) Filings

  • All Required Federal or State Filings

  • Broker - Dealer agreements

  • Subscription agreements

  • Investor questionnaires

  • Engagement Letter


Once the Venture Capital Fund Investment Offering is ready, Private Placement Markets helps our clients tell their investment stories effectively, and get them heard by the right audiences. This involves strategic investor and corporate communications, highly targeted outreach to the buy- and sell-side, expert counsel, market intel and analysis, day-to-day IR, and an array of other services, typically over the course of long client relationships.


Private Placement Markets combines a fluency in finance and investing with a deep understanding of each client’s business, industry and culture, as well as management’s goals and philosophies. For some clients, we serve as an outsourced investor relations department. For larger companies with an IPO or similar internal capabilities, we provide an array of support services. In either case, we work very closely with our clients, functioning like part of the internal team.

Investor Communications:

  • Investment Thesis & Messaging

  • Investor Presentation Development

  • Earnings Communications

  • IR Website Audit & Development

  • Investor Information Exchange

  • Investor Communications Advisory

Investor & Analyst Outreach:

  • Investor/Analyst Targeting & Direct Outreach

  • Deal & Non-Deal Roadshows

  • Investment Conference Access, Prep & Coordination

  • Presentation and Q&A Coaching

  • Investor Day Organization

  • Relationship-Building in Investment Community

  • Investor/Analyst Relations Advisory

Corporate Communications:

  • Corporate Positioning & Communications

  • Website Development Management

  • Management Transition Communications

  • Restructuring/Turnaround Communications

  • M&A Communications

  • Corporate Communications Advisory

Market Intel, Analysis & Reporting:

  • Customized Peer Monitoring & Analysis

  • Shareholder/Peer-holder Analysis

  • Pre-meeting Intelligence

  • Post-meeting Feedback

  • Institutional Holder Reporting

  • Board Meeting Preparation & Reporting

IPO/Transaction Communications & Advisory:

  • Investment Banking Introductions

  • Investment Positioning

  • Roadshow Presentation Development

  • Roadshow Q&A Preparation

  • IR Website

  • Comprehensive Post-Transaction Planning & Disclosure Training

  • Broad-spectrum Advisory on Transaction & Support in Transition to Public Status

Crises & Shareholder Activism:

  • Crisis Communications & Advisory

  • Shareholder Activism Counsel & Communications

Private Company Services:

  • Investor Messaging & Communications

  • Conference Targeting & Arrangement

  • Investment Banking Introductions

  • Peer/Market Intel & Analysis

Media Relations:

  • Strategic Earned Media

  • Expert Positioning

  • Media Training

  • Social Media

Special Projects:

  • Perception Studies

  • Investor Days/Tours

To Retain and Engage Private Placement Markets for a Venture Capital Fund Formation & Offering:

Private Placement Markets regularly works with companies and their legal counsel with respect to the creating Venture Capital Funds; we consider it one of our specialties.

The process of preparing a Venture Capital Fund Offering can take a few weeks to a few months to prepare (depending on amount of material and complexity of the Fund). The entire Private Placement Markets team is available throughout this entire process.


Service(s) to be Provided:

  • Registration of the company / Fund with the United States Securities & Exchange Commission.

    • Obtain SEC CIK Number

    • Obtain EDGAR Online Access

  • Registration of the Company / Fund with ISIN International, and obtaining an International Stock Identification Number (ISIN).

  • Drafting & Preparation of a Federal Securities Laws Compliant Venture Capital Fund Offering.

    • Our Custom Venture Capital Fund Offering includes (but is not limited to):

      • Offering Structuring and Development of a Presentation Grade Venture Capital Fund Offering,

      • all SEC Filing(s) as required via the EDGAR,

      • all ISIN Filings as required,

      • Prepare Investment Advisory Contract between Investment Manager and Venture Capital Fund,

      • Prepare / Review Custody Agreement and/or Prime Broker Agreements with Broker-Dealers,

      • Review Structure of Venture Capital Fund to ensure it is tax-efficient to the General Partner and key personnel,

      • Federal Securities Laws Compliance Review, and

      • Access to our Broker-Dealer Network & International Institutional Investment Banking Network (See &

      • Does Not include any expenses associated with any required Company Formation, Financial Audits, Legal Opinion Letters, Stock Transfer Agents, and/or Broker Dealer Fees.

To engage us for a Venture Capital Fund Formation:

  • Private Placement Markets is very selective about the Venture Capital Fund Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your Venture Capital Fund needs.

  • If there is a mutual interest to engage for the development of a Venture Capital Fund, we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the Custom Venture Capital Fund Offering. Our estimated cost for a Custom Venture Capital Fund is a Flat $20,000 USD (50% = $10,000 USD). NOTE: The balance of $10,000 will be due and payable 30 days net from retaining services or upon delivery of a final Venture Capital Fund Offering, whichever comes first.

  • NOTE, Private Placement Markets does consider "JOINT VENTURES" for Venture Capital Funds, but these are ONLY for established Invesment Industry Professionals with a Veribiable Track Hisotry of Sucess. Private Placement Markets IS NOT looking to form any Venture Capital Funds with capital brokers who's role is to provide 'deal flow'. 

  • Once complete, we will send you an email with information detailing the necessary information we need to get started working on the custom Venture Capital Fund Offering.

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

101 California Street

San Francisco, CA 94111


Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.


© 2019 by Private Placement Markets, LLC & Steve Muehler