Private investment funds technically are not structured as corporations, but rather as limited partnerships (LPs) or limited liability companies (LLCs). (In a few states — Delaware and Florida among them — the fund can also register as a limited liability limited partnership (LLLP).) The reason being: these entities can be taxed as partnerships to avoid the double taxation (of individual investors and of the corporation itself) associated with traditional corporate forms. Separate entities may be required for related domestic and offshore funds, as well as for the associated management company. We offer fund-specific advice with regard to which entity structure(s) and state(s) of registration are optimum for tax and regulatory purposes.