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Commercial Real Estate

Fund Formation

Fund Formation Lawyers for Real Estate and Growth-Stage Businesses

Launching a fund is one of the most powerful ways to pool capital, attract investors, and scale acquisitions. Whether your focus is real estate, private equity, or a specific investment vehicle, the way your fund is structured at the start will determine its long-term stability. At Next Era Legal, our fund formation lawyers work with entrepreneurs, investors, and operators to design legally sound fund structures, investor-friendly and strategically aligned with your goals.

With locations in Chicago, San Diego, Detroit, and Los Angeles, we help clients establish funds that comply with securities regulations, protect managers from liability, and give investors the confidence they need to commit capital.

Why Fund Formation Is More Than Paperwork

Too often, fund sponsors view formation as a series of filings and template agreements. The reality is more complex. A well-structured fund must answer critical questions:

  • Who controls decision-making and how is voting power allocated?
  • How are profits distributed between investors and managers?
  • What liability protection exists for general partners or managing members?
  • Which securities exemptions apply, and how are investors vetted?
  • How will the fund be managed over multiple investment cycles?

Without clear answers, a fund can attract regulatory scrutiny, discourage investors, or even collapse under disputes between partners. Our lawyers ensure your fund has the legal backbone to raise and manage capital with confidence.

Types of Funds We Help Structure

Fund structures are not one-size-fits-all. We tailor strategies to your industry, investor profile, and long-term plans.

Real Estate Funds

For developers and investors pooling capital to acquire commercial, multifamily, or mixed-use properties. We structure these funds to handle acquisitions, dispositions, leasing, and property management while meeting investor expectations.

Private Equity and Venture Funds

For clients targeting portfolio companies in growth markets. We create frameworks that balance risk, reward, and governance across multiple rounds of investment.

Joint Ventures and Syndications

For smaller groups of investors or deal-specific ventures. These require agreements that clearly allocate control, profits, and responsibilities.

Opportunity Zone Funds

For investors leveraging tax incentives. We provide legal guidance on compliance with Opportunity Zone requirements to maintain eligibility.

What Sets Next Era Legal Apart in Fund Formation

Fund formation is both legal and strategic. At Next Era Legal, we bridge the gap between regulatory compliance and growth-focused strategy.

Our Approach:

  • Strategic Alignment – We design funds to match your business model and investor base, whether institutional or private.
  • Embedded Counsel – We operate like in-house advisors, anticipating issues before they become costly.
  • Investor Perspective – We know what investors want to see in offering documents and agreements, and we make sure your fund meets that standard.
  • Cross-Market Insight – With locations in four business hubs, we combine national regulatory awareness with local market expertise.

Core Legal Services for Fund Sponsors

Our fund formation lawyers guide you through every step of the process, from entity structuring to investor onboarding.

  • Entity Selection and Structuring – Choosing between LLCs, limited partnerships, or other entities that offer liability protection and tax efficiency.
  • Private Placement Memoranda (PPM) – Drafting disclosure documents that outline risks and meet regulatory requirements.
  • Subscription Agreements – Creating investor contracts that define obligations and rights.
  • Operating or Partnership Agreements – Establishing governance, management authority, and profit-sharing structures.
  • Securities Law Compliance – Advising on exemptions such as Regulation D (506(b) or 506(c)) and preparing Form D filings.
  • Fundraising Guidance – Structuring terms to attract investors while maintaining sponsor protections.
  • Ongoing Legal Counsel – Supporting future capital raises, investor communications, and compliance obligations.

Common Mistakes in Fund Formation

We often meet clients after they have already tried to launch a fund with insufficient legal planning. Here are some of the most common errors we correct:

  • Using template agreements without customization – Leading to unclear governance and disputes.
  • Failing to comply with securities laws – Resulting in penalties or the need to unwind offerings.
  • Overpromising returns in marketing materials – Exposing sponsors to liability.
  • Ignoring tax implications – Creating unnecessary burdens for investors and managers.
  • Not planning for exits – Leaving investors uncertain about liquidity or timelines.

Avoiding these mistakes is one of the main reasons clients bring Next Era Legal in early.

Who We Serve

Our fund formation practice supports a range of clients, from first-time fund sponsors to established businesses seeking to expand through pooled investment.

  • Real estate developers launching multi-property acquisition funds
  • Entrepreneurs raising capital for opportunity-driven ventures
  • Family offices diversifying through private equity or real estate funds
  • Investor groups forming syndications for specific deals
  • Startups creating venture-style investment vehicles to attract strategic partners

Our Fund Formation Process

We keep the process structured and clear, so you know what to expect at every stage.

Step 1: Discovery and Strategy

We discuss your vision for the fund, target assets, investor base, and management goals.

Step 2: Structuring and Drafting

We create entities, draft governing documents, and prepare offering materials.

Step 3: Regulatory Compliance

We ensure all securities filings and exemptions are completed and defensible.

Step 4: Launch and Investor Onboarding

We finalize investor agreements, secure commitments, and guide you through the capital raising process.

Step 5: Ongoing Counsel

We remain available for amendments, additional raises, and compliance monitoring.

Locations in Chicago, San Diego, Detroit, and Los Angeles

Our footprint across four markets gives us unique insight into regional investment trends while maintaining national compliance.

  • Chicago – Supporting Midwest funds targeting industrial and commercial assets.
  • San Diego – Advising lifestyle and biotech-driven ventures on capital pooling.
  • Detroit – Structuring funds for manufacturing and automotive sector opportunities.
  • Los Angeles – Guiding real estate, media, and entertainment ventures in one of the nation’s most dynamic markets.

When to Call a Fund Formation Lawyer

You should speak with Next Era Legal if:

  • You plan to raise capital from multiple investors for real estate or business ventures
  • You want to protect yourself from liability as a fund sponsor
  • You are unsure which securities exemptions apply to your raise
  • You want to make your fund attractive to investors through clear documentation
  • You need ongoing legal support as your fund grows and evolves

Build a Fund That Lasts

A poorly structured fund can lead to disputes, regulatory issues, or lost investor confidence. A well-designed fund, on the other hand, creates a strong foundation for growth, profitability, and long-term success.

At Next Era Legal, our fund formation lawyers combine legal skill with strategic insight to help you launch funds that work for both you and your investors.