For sponsors · GPs
Get the structure right while it’s still cheap to change.
Every allocation and waterfall choice gets written into the PPM and repeats across every investor, every year. We design the tax side before it is final.
The problem
Structure is set early and repeats for the life of the deal.
The choices you make in the operating agreement follow the deal for years. A waterfall that reads well to investors can create phantom income for them, or hand you a K-1 that does not match what you promised.
Fixing it after the raise is expensive and awkward. Fixing it before is a conversation. We review the tax design, flag what will cause problems, and work with your attorney to get the language right.
- Are my target allocations defensible if the IRS looks?
- Does my waterfall create phantom income I could avoid?
- Will the K-1s say what I told investors they would?
- Am I leaving tax efficiency on the table?
What it costs
Three ways to work together.
Start here
Red Flag + Plain English Report
$500
See what your investors’ reviewers will flag.
- A 12-category tax review of your operating agreement
- Every item marked green, yellow, or red, in plain English
- Buy now; document instructions arrive right after checkout
- No meeting required
The full read
OA & K-1 Teardown
$1,500
A full read of the structure you have now.
- Everything in the report, plus a projected view of what your K-1s will show investors
- Prioritized fixes, ranked by impact
- A call to walk through the findings
The advisor role
Structuring Blueprint
from $3,500
Designing the deal before it is drafted.
- Allocation and waterfall design built for your economics
- Tax language written with your attorney
- An investor-facing explanation of the tax treatment
- Retainers across a fund or multiple raises