What is an LP in Venture Capital?

limited partner in venture capital
A limited partner provides capital for venture funds to make investments.

In the fast-paced world of venture capital, LP, which stands for “Limited Partner,” plays a vital role in fueling the growth of innovative startups and early-stage companies. LPs are key contributors to venture capital funds, providing the essential capital that enables venture capitalists to invest in promising businesses.

What Does a Limited Partner Do?

As the term suggests, a Limited Partner has a limited role within a venture capital fund. Unlike General Partners (GPs) who actively manage the fund’s investments and decision-making, LPs are passive investors. Their primary responsibility is to contribute capital to the fund and entrust the GPs with managing the investments.

The Capital Commitment

When becoming an LP in a venture capital fund, investors commit a certain amount of capital to the fund. This commitment is typically made upfront, and the LP agrees to contribute the specified amount over the fund’s life as required for investments.

Liability and Risk Exposure

One of the key benefits of being an LP is that the liability is typically limited to the capital committed. LPs are not exposed to personal liability beyond their capital contribution, protecting them from potential losses beyond their initial investment.

Who Are The Limited Partners?

Limited Partners come from various backgrounds and can be individuals, institutions, or entities seeking attractive investment opportunities with potentially high returns. Some common types of Limited Partners in venture capital include:

Types of Limited Partners in Venture Capital:

  1. High-Net-Worth Individuals:
    • Wealthy individuals who have surplus capital to invest and seek diversification in their investment portfolios.
    • They are often looking for higher returns than traditional investments.
  2. Family Offices:
    • Private wealth management firms that manage the assets of high-net-worth families.
    • Family offices often invest in venture capital funds to grow their wealth over generations.
  3. Pension Funds and Sovereign Wealth Funds:
    • Institutional investors managing funds for retirement plans or government reserves.
    • They seek stable, long-term returns and often allocate a portion of their portfolio to venture capital.

Who Can Become a Venture Capital Limited Partner?

Becoming an LP in a venture capital fund typically requires meeting specific financial and regulatory criteria. Most funds have a minimum capital commitment that LPs need to meet, ensuring that they are serious about the investment. Additionally, compliance with regulatory requirements is crucial for participating in a fund.

How Do LPs Find Funds?

LPs discover venture capital funds through various channels, including:

  1. Networking and Referrals:
    • Building relationships with venture capitalists and fund managers through networking events, conferences, and referrals.
  2. Investment Advisors and Consultants:
    • Utilizing the services of investment advisors or consultants who specialize in connecting investors with appropriate venture capital opportunities.

How can I find LPs?

Finding limited partners (LPs) for a venture capital fund can be a challenging process. Here are some steps to help:

  1. Develop a target investor profile: Understand the type of investors interested in your fund based on their preferences, location, investment size, and sector focus.
  2. Network: Attend industry events, join VC associations, and connect with potential LPs in person or online.
  3. Leverage existing relationships: Seek introductions to potential LPs from your current network of investors and industry contacts.
  4. Work with placement agents: These firms specialize in raising capital from institutional investors and can expand your access to potential LPs.
  5. Use online databases: Utilize platforms like PitchBook, Preqin, and NVCA to identify potential LPs and learn about their investment preferences.
  6. Consider an investor relations team: If feasible, hiring a dedicated team can assist in navigating the fundraising process and building relationships with potential LPs.

Benefits to Being a LP

Being an LP in a venture capital fund offers several benefits, including:

  1. Diversification: Venture capital investments can provide diversification to a portfolio that may already be heavily exposed to traditional asset classes.
  2. Access to High-Growth Opportunities: LPs gain exposure to high-growth startups and early-stage companies that have the potential for substantial returns.
  3. Professional Management: LPs can rely on experienced General Partners to manage the investments, leveraging their expertise in the venture capital industry.
  4. Limited Partnership Tax Benefits: Limited Partnerships in venture capital may offer certain tax benefits to the investors. These benefits can include pass-through taxation, where profits and losses are passed through to the LPs, and deductions for investment-related expenses.

How many limited partners can a venture fund have?

The number of Limited Partners in a venture fund can vary widely depending on the size and structure of the fund. Some funds may have a small number of large institutional investors, while others may have a larger number of individual investors.

How Do Limited Partners Earn Returns?

Limited Partners earn returns in venture capital through various mechanisms, including:

  1. Capital Gains: When the fund’s portfolio companies are acquired or go public, the LPs receive their share of the profits as capital gains.
  2. Dividends and Distributions: Some portfolio companies may generate regular dividends or distributions to the LPs.
  3. Carried Interest: GPs often receive a share of the profits, known as carried interest. After returning the LPs’ capital, the GPs share in the profits generated by successful investments.

LPs evaluating VC firms focus on several key criteria

  1. Investment Thesis: LPs want to see a clear and well-defined investment thesis that matches their interests and aligns with the VC firm’s strategy.
  2. Team: The experience, track record, and expertise of the VC firm’s founding team are crucial factors. LPs seek evidence of relevant experience and a strong industry network.
  3. Transparency: LPs expect transparency from the VC firm regarding their investment activities, portfolio performance, and other pertinent information.
  4. Differentiation: LPs look for unique and differentiated value propositions that set the VC firm apart from its competitors in the market.
  5. Network: The firm’s network of industry contacts, co-investors, and advisors is assessed to gauge potential deal flow and access to investment opportunities.
  6. Deal Flow: LPs evaluate the VC firm’s ability to source high-quality deals and the effectiveness of their process for evaluating potential investments.
  7. Due Diligence: LPs want to ensure that the VC firm follows a rigorous and disciplined process for conducting due diligence on potential investments.
  8. Alignment of Interests: LPs seek firms that align their interests with those of the LPs, which may include having a significant investment in the fund, reasonable management fee structures, and a fair carried interest arrangement.

Returns That LPs Expect

LPs (Limited Partners) expect certain returns when investing in venture capital funds. The specific return expectations may vary depending on factors such as the fund’s strategy, stage focus, and overall risk profile. However, generally, LPs aim for the following returns:

  1. Target Return: LPs typically have a target return they want to achieve from their investment in a venture capital fund. This target can range from low double-digit percentages to even higher, depending on the fund’s risk and growth potential.
  2. Venture Capital Benchmarks: LPs often compare the fund’s performance against industry benchmarks, such as the Cambridge Associates Venture Capital Index or the Thomson Reuters VentureXpert Index. These benchmarks provide insights into how well the fund is performing relative to other VC investments.
  3. Internal Rate of Return (IRR): LPs often evaluate the fund’s performance using the Internal Rate of Return metric, which measures the annualized rate at which the fund’s investments are growing. LPs typically expect a strong IRR to compensate for the illiquidity and longer investment horizons associated with VC investments.
  4. Multiple on Invested Capital: LPs also assess the multiple on invested capital, which measures how much the fund’s investments have appreciated relative to the original investment amount. A multiple of 2x means the investments have doubled in value, while higher multiples indicate greater returns.
  5. Time Horizon: LPs understand that venture capital investments require a longer time horizon for successful exits. They expect returns to materialize over several years, usually 7 to 10 years or more, depending on the fund’s lifecycle.
  6. Risk-Adjusted Returns: LPs take into account the risk associated with venture capital investments. While higher returns are desired, they also expect the fund manager to manage risks effectively, avoiding excessive losses.


Typically, leading venture capital Limited Partners (LPs) seek returns exceeding 3 times the net return on their invested capital. These return expectations apply to venture funds that typically have a formal lifespan of 10 years. Top tier venture LPs prioritize higher overall returns over faster returns, meaning they prioritize substantial returns even if it means sacrificing a higher Internal Rate of Return (IRR).

The Investment Process for Limited Partners in Venture Capital

The investment process for Limited Partners (LPs) in the venture capital ecosystem plays a pivotal role in their participation. It revolves around two key components: capital calls and liquidity events, with returns generated from the fund’s overall performance.

Understanding this process is crucial for LPs to make informed decisions and optimize their investment outcomes. It involves comprehending the various stages of the investment journey, associated risks, and potential rewards.

Capital Call

Capital calls involve General Partners (GPs) making requests to Limited Partners to contribute additional funds to the venture capital fund. These calls occur during the deployment period to facilitate new investments and capitalize on opportunities.

The Limited Partnership Agreement typically empowers GPs to call for capital from the LPs, ensuring that the venture fund has access to the necessary financial resources when required.

Liquidity Events and Returns

Liquidity events are significant milestones such as acquisitions, mergers, initial public offerings (IPOs), or other actions that enable founders and early investors to realize a portion or all of their ownership shares. These events offer opportunities for Limited Partners to benefit from their investments.

During a liquidity event, such as an IPO or direct acquisition, LPs have the potential to achieve returns on their investment. LPs typically have expectations of a net return on invested capital surpassing 3 times their initial investment. The profits of a venture capital fund are typically divided between LPs and GPs, with an 80/20 split, where LPs receive 80% of the profits, and the GP obtains 20% as carried interest.

By comprehending and actively engaging in the investment process, Limited Partners can effectively navigate the venture capital landscape and work towards achieving their desired returns.

What is Included in Limited Partner Agreements

Limited Partner Agreements (LPAs) are legal contracts between the General Partner (GP), who manages the venture capital fund, and the Limited Partners (LPs), who invest in the fund. These agreements outline the terms and conditions of the investment and the relationship between the GP and the LPs. The specific content of an LPA may vary based on the fund’s structure and the negotiations between the parties, but typically, the following elements are included:

  1. Capital Commitment: The LPA specifies the amount of capital that each LP commits to investing in the fund over a defined period.
  2. Fund Structure: It outlines the structure of the venture capital fund, including the fund’s total size (capital under management), the investment strategy, targeted industries, and geographical focus.
  3. Distribution Waterfall: The distribution waterfall details the order in which the profits from successful investments will be distributed among the GP and LPs. It typically sets out the priority of distributions and the carried interest allocation to the GP.
  4. Management Fees: The LPA describes the management fees charged by the GP to cover fund operational expenses. These fees are usually a percentage of the total committed capital and are often charged annually.
  5. Carried Interest: Carried interest, or “carry,” represents the share of profits that the GP is entitled to receive after the LPs have received their initial capital and achieved certain returns.
  6. Investment Strategy: The LPA defines the investment strategy, criteria, and restrictions, guiding the GP on the types of investments the fund will pursue.
  7. Reporting and Communication: It outlines the reporting requirements of the GP to the LPs, including the frequency and format of the reports detailing the fund’s performance and portfolio updates.
  8. Capital Calls and Drawdowns: The LPA specifies how and when the GP can call capital from the LPs when investment opportunities arise. This clarifies the process of capital drawdowns and the timing of contributions.
  9. Transfer Restrictions: The LPA may include provisions that restrict the transfer or sale of LP interests to maintain the fund’s stability and control over the investor base.
  10. Governance and Decision-Making: It defines the governance structure of the fund, including voting rights, decision-making processes, and the roles and responsibilities of the GP and LPs.
  11. Term and Termination: The LPA sets the fund’s duration and conditions under which it can be terminated or extended.
  12. Key Person Clauses: Key Person clauses outline the individuals within the GP whose involvement is crucial to the fund’s success and what happens if any of them leaves the firm.

Limited Partner Agreements are legally binding documents that protect the interests of both the GP and the LPs while providing a framework for their collaboration throughout the life of the venture capital fund.

General Partner vs. Limited Partner

In a venture capital fund, there are two main roles: General Partners and Limited Partners.

What is the Difference Between a Limited Partner and a General Partner in a Venture Fund?

  1. General Partner (GP):
    • GPs are responsible for managing the fund and making investment decisions.
    • They actively engage with portfolio companies and provide strategic guidance.
    • GPs have a more hands-on role and may receive carried interest as part of their compensation.
  2. Limited Partner (LP):
    • LPs contribute capital to the fund but have a passive role in investment decision-making.
    • They have limited involvement in the fund’s day-to-day operations.
    • LPs may receive distributions and capital gains from successful investments.

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