UK-facing fund research · checked 20 October 2026
Private equity fund structure: who does what?
By Dan Keegan · Page updated
Private equity fund structure describes the legal entities, responsibilities and cash flows connecting investors, a fund and the companies it backs.
The Companies House limited-partnership guide explains the distinction between general and limited partners and the separate private fund limited partnership designation.
This guide uses a simplified partnership model; it does not imply that every fund uses the same entities, jurisdiction, regulatory regime or commercial terms.
- GP, LP and manager distinguished
- Seven document checks
- Commitment tracker
Map the responsibilities
How do the investor, GP, manager and fund relate?
A conventional explanation puts investors around a partnership that invests in portfolio companies.
In a private equity fund structure, the GP legal entity, the appointed manager and the individual investment professionals should not automatically be treated as the same person.
Companies House registration and the FCA’s manager authorisation or registration framework address different questions.
- Limited partnersInvestors commit capital and receive the rights defined by their agreements.
- General partnerThe partnership role has legal responsibilities distinct from those of an LP.
- Manager / AIFMThe appointed investment manager’s duties and permissions must be identified.
- Portfolio companiesBusinesses held directly or through the fund’s investment arrangements.
Documents over labels
Which roles and documents should a reader distinguish?
Read the actual appointments and agreements before relying on a diagram.
The UK Private Capital portfolio guide provides an introductory GP/LP model, rather than a universal legal template.
| Role or document | What to establish | Do not assume |
|---|---|---|
| Fund / partnership | The legal vehicle, domicile and governing agreement. | That a marketing name identifies the whole legal structure. |
| GP entity | The named general partner and its responsibilities. | That the GP and management company are the same legal entity. |
| Manager / AIFM | Appointment, responsibilities and the applicable FCA status. | That registration at Companies House grants investment-management permissions. |
| LPA and side letters | Commitments, governance, fees, allocations and investor-specific terms. | That a generic summary overrides an executed agreement. |
| Administrator and auditor | The service scope, records and reporting responsibility. | That outsourcing removes the manager’s own obligations. |
| Subscription and transfer papers | The investor’s admission, eligibility and later transfer conditions. | That a secondary purchase has the same process as a primary commitment. |
A commitment is not a balance
How do commitments, calls and distributions differ?
A private equity fund structure separates the promise to provide capital from the capital already paid in.
The ILPA glossary defines capital calls as drawing down pledged money and distinguishes distributions from contributions.
A distribution can include returned capital; it is not automatically investment profit.
- CommitmentThe amount the investor agrees to provide under the documents.
- Capital callA request to fund part of that commitment, on specified terms.
- Uncalled amountThe remaining funding capacity or obligation, adjusted as the documents require.
- DistributionCash or securities paid out; examine how the payment is classified.
Seven document checks
Which seven checks help make a fund diagram useful?
Use the list to connect each box to a document or responsibility.
ILPA Principles 3.0 discusses governance, fees, expenses, waterfalls and alignment as voluntary industry principles, not UK legislation.
- 01
Identify every legal entity
List the fund, GP, manager and holding entities that are relevant to the explanation.
- 02
Read the manager appointment
Distinguish the management role, delegated services and applicable regulatory permissions.
- 03
Trace the investor commitment
Record the commitment currency, calls, admission terms and remaining funding obligations.
- 04
Separate fees and expenses
Identify the contractual bases; do not assume a universal fee percentage or carried-interest arrangement.
- 05
Understand distributions
Read the waterfall, allocations, recycling, recallable distributions and clawback provisions where applicable.
- 06
Check governance and reporting
Identify information rights, valuation policy, LPAC remit, conflicts processes and reporting responsibilities.
- 07
Review transfer and exit conditions
A sale, fund extension, continuation transaction or winding-up process is governed by its own documents.
Separate oversight from operations
Who checks valuations, conflicts and investor reporting?
A private equity fund structure needs both a responsibility map and a clear record of how decisions are challenged.
The FCA valuation review identifies the importance of governance, expertise and conflict management in private markets.
An LP advisory committee, an external valuation provider and an auditor perform different roles; the relevant mandates and documents determine the detail.
- ManagerOperates the documented investment and reporting processes.
- LPACHandles the matters assigned to it under the fund’s governance terms.
- External expertiseProvides the specific valuation or advisory work commissioned.
- AuditPerforms the appointed audit scope; it is not a promise of future value.
Use your records
What remains uncalled in a simplified commitment tracker?
Use this private equity fund structure tracker to subtract called capital from the original commitment.
For illustration only, a £100 commitment with £40 called leaves £60 uncalled in this simplified model; it says nothing about investment performance.
Your figures · arithmetic only
Simplified uncalled commitment = total commitment − called capital to date.
This excludes commitment amendments, releases, recycling, recallable distributions, currency changes and other contractual adjustments. Reconcile the actual amount with the fund records and documents.
Use the structure
What should a usable fund map make clear?
Private equity fund structure research should leave the reader able to identify the entities, the cash flows, the decision rights and the evidence behind the diagram.
A private fund limited partnership designation is separate from manager authorisation; an authorised manager does not make every fund it manages “FCA-approved”.
Small-manager registration is available only within the FCA’s specified eligibility categories, not automatically to every manager with fewer assets.
For an ownership transfer, continue to the secondaries guide; for a team question, compare financial-services recruitment agencies.
- EntityWhich legal organisation has the role?
- PermissionWhich activity and regulatory status are relevant?
- Cash flowWho owes, calls, holds or distributes the money?
- EvidenceWhich agreement, record or primary source supports the explanation?
A commitment is a promise to fund, not an investment return.
Follow what changes when a fund interest is transferred →questions
Which questions remain?
Not necessarily.
The GP, manager or AIFM, and individual investment professionals can be different legal or operational roles.
Identify each appointment in the actual fund documents.
No. This page explains a simplified partnership model and the Companies House private fund limited partnership designation; it does not prescribe a structure for every fund.
Jurisdiction, investor base, strategy and regulatory obligations require separate assessment.
Not as a general rule.
Recycling, recallable distributions and commitment changes depend on the documents.
The calculator deliberately excludes those adjustments and should be reconciled with fund records.
No. Partnership registration, manager authorisation or registration, and any fund-specific regulatory status are separate questions.
sources
Which sources support this guide?
Primary sources for the rules and figures on this page.