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Capital call notice template, with a filled sample

A plain capital call notice you can copy, the fields ILPA expects, one LP's numbers worked out, and the wire check that stops the most expensive mistake.

A capital call notice asks a limited partner to send money the fund already has a right to. The LP agreed to it when they signed the commitment. What the notice has to do is show the amount is right, show what it's for, and get the money to the right account by the date the agreement allows.

Most pages on this point you to the ILPA template and stop there. Below is a plain notice you can copy, a filled version for one LP with the arithmetic shown, the fields ILPA lists, and the one check that protects the wire.

The template

Replace everything in brackets. Keep one notice per LP, because the amounts are different for each.

[Fund name], L.P.
Capital Call Notice No. [number]

To: [LP name] ([LP ID])
Date of notice: [date]
Due date: [date, per section [x] of the Partnership Agreement]

Under section [x] of the Partnership Agreement dated [date], the
General Partner calls capital from the Limited Partners as follows.

Purpose of this call
  Investment in [company name]:            $[amount]
  Management fee, [period]:                $[amount]
  Partnership expenses, [period]:          $[amount]
  Total called from all partners:          $[amount]

Your share
  Your commitment:                         $[amount]
  Your share of total commitments:         [x.xx]%
  Amount due from you on this call:        $[amount]

Your capital account
  Contributed before this call:            $[amount]
  Contributed after this call:             $[amount]
  Unfunded commitment after this call:     $[amount]
  Distributions to date:                   $[amount]

Payment
  Wire the amount due by [time] on [due date] to the fund's account
  on file. Wire instructions have not changed since your last call.
  If you receive different instructions by email, do not send funds.
  Call [named person] at the number in your subscription documents
  before wiring.

Questions: [name, email, phone]
[General Partner name], by [signatory]

A filled sample, worked out

The fund and LP below are made up for the example.

Fund I has $20,000,000 of commitments. One LP has committed $500,000, which is 2.5% of the fund. The LP has already funded 25% of their commitment, $125,000, across earlier calls.

The fund now calls $2,000,000:

Purpose Fund total This LP at 2.5%
Investment in Company X $1,700,000 $42,500
Management fee, six months at 2% a year on $20,000,000 $200,000 $5,000
Partnership expenses $100,000 $2,500
Total $2,000,000 $50,000

After this call, the LP has contributed $175,000. Their unfunded commitment is $500,000 minus $175,000, which is $325,000. They have now funded 35% of what they promised.

Check every notice this way before it goes out. The LP's amount times 40 should equal the fund total, because 2.5% is one fortieth. Contributed plus unfunded should equal the commitment. If either doesn't, the notice is wrong.

What the notice should include

ILPA's Best Practices for capital call and distribution notices, version 1.1 from September 2016, sets out a notice in three parts. A cover letter gives a short narrative of the transaction, a description gives more detail, and the template holds the accounting. The fields it lists include:

  • Fund name, issue date, due date, currency, fund size and the GP's commitment.
  • The LP's name and ID, commitment, share of total commitments, unfunded commitment, and contributions and distributions to date.
  • What is being called, line by line, and how each line changes the unfunded balance.
  • Management fees for the period and to date, and any carry or clawback.
  • References to the specific sections of the partnership agreement.
  • Detailed payment instructions, with bank and contact information.

ILPA released version 2.0 of its Capital Call & Distribution Template in September 2025. If your LPs are institutions, they will likely expect that format, so download it from ILPA and map your fields to it.

The notice period and what happens on a miss

The partnership agreement sets the notice period and the remedies. Read your LPA's capital call section before you set a due date, and quote the section in the notice.

Delaware's limited partnership statute is the default for many funds. Section 17-502 says a partner "is obligated to the limited partnership to perform any promise to contribute cash", except as the partnership agreement provides. It also says the agreement may set "specified penalties for, or specified consequences of" a failure to contribute. Its examples include reducing the defaulting partner's interest, a forced sale, forfeiture, and other partners lending the amount.

So the notice should never invent a penalty. It should point to the one the LPA already has. This is not legal advice, and fund counsel should review your first notice.

The wire check

Wire instructions are what fraudsters change. The FBI's business email compromise alert advises: "When using phone verification as part of the two-factor authentication, use previously known numbers, not the numbers provided in the e-mail request."

For a fund, that means three habits:

  • Keep the fund's wire instructions the same from call to call, and say so in each notice.
  • Tell LPs in writing, once, that you will never change wire details by email.
  • Ask LPs to call a known number before wiring if anything looks different.

Common mistakes

  • Amounts that don't add up. The LP's share of each line doesn't sum to their total, or contributed plus unfunded doesn't equal the commitment.
  • A due date shorter than the LPA allows. The LP can treat the call as invalid.
  • No purpose given. LPs want to see what the money is for, especially the fee and expense lines.
  • A penalty the LPA doesn't contain. Quote the agreement instead.
  • New wire details in the notice. If the account really changed, confirm it by phone, not by attachment.

Where software fits

Fund administrators and fund software calculate each LP's share, keep capital accounts and produce ILPA-format notices. For a fund with dozens of LPs, that is the right tool.

dailybuilt is not fund administration software. It has no capital account or fund features, and it does not calculate calls. A small fund or SPV that tracks commitments in a spreadsheet can use it on the Foundation plan, at $99 a month, to keep the LP list and each call in a custom collection, and to send each notice as a document with a record of when it was sent and viewed. The arithmetic and the wire check stay with your team. Plans are on the pricing page.

Questions people ask

What must a capital call notice include?The amount due from the LP, what it's for, the due date, the LP's commitment and unfunded balance before and after, payment instructions and a reference to the partnership agreement section that allows the call. ILPA's best practices list the full set of fields.

How much notice does an LP get before the due date?Whatever the partnership agreement says. Check the capital call section of your LPA and put the section number in the notice.

What if the LP misses the due date?The partnership agreement decides. Delaware law lets the agreement set penalties or consequences, such as reducing the partner's interest or a forced sale. The notice should point to those terms, not add new ones.

Is there a free ILPA capital call template?ILPA publishes its Capital Call & Distribution Template on its website. Version 2.0 was released in September 2025. The template above is a plain-text version for funds that want a simpler starting point.

Sources

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