How Are Private Equity Firms Structured?

To understand how private equity firms are structured, it’s important to understand that the partners of a private equity firm comprise the “General Partner” (GP) of a fund. They obtain capital commitments from (typically) institutional investors known as Limited Partners (LPs). These institutional investors include pension and endowment funds, retirement funds, insurance companies, and high net worth individuals.

A single PE firm (if successful) will manage several funds (i.e., a family of funds) and generally try to raise a new fund every few years. They then use this capital to invest in or buy companies, which become portfolio companies.

The LPs generally just provide capital. They don’t have a hand in deciding on which companies to invest in. The GPs decide that. However, if the LPs are unimpressed with  the returns generated by the GP, they may choose not to invest with the PE fund again.

Private equity firms are structured as partnerships with one GP making the investments and several LPs investing capital. All institutional partners of the fund will agree on set terms laid out in a Limited Partnership Agreement (LPA). Some LPs may also ask for special terms outlined in a side letter. LPs have limited liability up to the amount of their commitment in the fund, but GPs have unlimited liability.

The key terms generally found in an LPA include the duration of the fund (usually 10 years with 2 optional one-year extensions), the percentage of the management fee (typically 2% annually), how profits will be divided and paid out, rights and obligations of the institutional partners, and restrictions imposed on the GP (including industry, size, or geography of investments and any diversification requirements).


Be sure to check out our PDF guide “How to Nail Your Private Equity Interview (whether you have finance training or not)” for in-depth tips and strategies on how to successfully interview for jobs at top private equity firms!

Also be sure to check out our step-by-step Private Equity LBO Modeling Training Videos for walk-through tutorials on how to build an LBO model, navigate Excel with ruthless efficiency, and rapidly create an LBO PowerPoint deck to present to your PE interviewers.

Andrew Chen

Andrew Chen received an associate offer, without any formal LBO experience, on his first attempt at applying for private equity investing positions in the competitive San Francisco Bay Area. He worked for Huntsman Gay Global Capital, the Bain Capital spin-out founded by the industrialist Jon Huntsman, former Bain Capital Chairman Bob Gay, former San Francisco 49ers Superbowl quarterback Steve Young, and including former CFO of Citigroup and American Express Gary Crittenden. Andrew was previously a member of the Corporate Finance & Strategy Practice at McKinsey & Company and holds a J.D. from Harvard Law School. You can follow him on Twitter and .

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