VCLP

TL;DR

Australia's older, larger-fund venture structure with the same fund-level tax exemption as ESVCLP but no fund-size cap and a higher portfolio bar.

A Venture Capital Limited Partnership (VCLP) is the older, less-restricted cousin of the ESVCLP. It provides the same fund-level tax exemption on capital gains, dividends, and interest, but without the ESVCLP's A$200M fund-size cap, and with a higher portfolio-company size bar (under A$250M of total assets at investment). LPs do not get the 10% carry offset, but the VCLP supports much larger fund sizes — making it the structure of choice for late-stage and growth funds investing in scaled Australian companies.

For founders, the VCLP matters at Series C/D and growth-stage rounds where the company has already outgrown the ESVCLP bar. Square Peg's later funds and most Australian growth-equity vehicles are VCLPs.

Worked example

A late-stage Sydney fintech raises a A$60M Series C from a VCLP-registered Square Peg growth fund at A$400M post-money — the company has A$140M of total assets at investment (above ESVCLP's A$50M bar but below VCLP's A$250M bar), making the VCLP the only Australian tax-advantaged structure that fits.

Common pitfalls

• Underestimating that LP-side tax benefits are weaker on a VCLP than ESVCLP and may impact LP appetite.
• Choosing a VCLP for a sub-A$200M fund that would have qualified for the more generous ESVCLP.
• Letting portfolio-company asset bases drift past A$250M and disqualifying the VCLP investment retrospectively.

When this shows up in a pitch deck

Australian Series C/D decks list VCLP-structured growth funds as leads on the round-structure slide.

Related terms

• ESVCLP — Australia's tax-advantaged VC fund structure granting fund-level tax exemption and a 10% non-refundable carry tax offset for LPs — used by most AU VCs.
• Pty Ltd (Australia) — Australia's standard private-company structure — at least one Australian-resident director, no minimum share capital, ASIC-registered. Default for AU VC.
• R&D Tax Incentive (Australia) — Australia's flagship R&D tax credit: 43.5% refundable offset on qualifying R&D for companies with under A$20M turnover, paid as cash to startups.
• Series C — A late-stage growth round used to accelerate scale, expand internationally, or prepare for an IPO, typically $50M–$200M.
• Follow-On Investor — An investor who joins a round after the lead has set the terms, taking a smaller check and rarely a board seat.

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