Learn how to model private fund structures in ORCA, including General Partners, Limited Partners, management companies, and carry vehicles.
Core Entity Architecture
A standard private equity or venture fund structure typically consists of three primary entity layers in ORCA:
- General Partner (GP): The legal entity holding management control and operational responsibility. In ORCA, model this as a Legal Entity with the legal form of LLC, Ltd, or LLP.
- Fund Partnership (LP): The main investment vehicle (e.g., "Fund I LP"). Model this as a Legal Entity and attach the GP using the GP relationship role.
- Management Company: The operating entity employing investment professionals and managing day-to-day operations.
Distinguishing Ownership from Capital Commitments
In fund accounting, committed capital often differs from current economic ownership percentages. ORCA supports both models:
- Ownership Transactions: Record equity stakes between investors, the GP, and the LP in the cap table (in shares, units, or percentages).
- Commitments Tab: Track total committed capital, drawn capital, and remaining commitments inside the Commitments tab of each entity's Details View.
- Carried Interest Vehicles: Model special limited partners (SLP) or carry pools as distinct entities that hold a dedicated share class or profit interest in the fund.
Assigning Governance Roles & Committees
Private fund governance often requires specialized committee oversight beyond standard corporate boards:
- Investment & Advisory Committees: Use the Roles section to assign external advisors and LP representatives to an Advisory Board or Investment Committee.
- Discretionary Committees: Assign decision-making bodies responsible for special allocations or conflicts of interest.
- Trustees: If the GP or an LP is held via a trust, assign Qualified Trustee or Non-Qualified Trustee roles to delineate fiduciary responsibilities clearly.
Centralizing Limited Partnership Agreements
Store all fund formation and governing agreements in the dedicated Governance tab of the Fund LP entity:
- Upload the original Limited Partnership Agreement (LPA) and mark it as Original.
- When side letters or amendments occur, upload each amendment and mark it as Amendment. This ensures your event timeline reflects changes historically without replacing the foundational LPA.