waterfalls
Last updated
Quick Answer
True-Up is a structure used in waterfall economics to clarify ownership, evidence, timing, and the next decision.
A True-Up is the waterfall economics structure used to organize capital, control, or payouts inside the Distribution Economics workflow. It matters because the structure determines who participates, how risk is isolated, and how the economics are enforced. In practice, it should identify the owner, timing, evidence, and decision standard behind the term. For sponsors and LP finance teams, that means connecting True-Up to the governing agreement, distribution model, capital accounts, proceeds schedule, and distribution notice, then showing how it affects LPs, sponsors, fund administrators, counsel, tax advisors, and auditors. The decision standard is whether the legal language, model, capital accounts, reserves, and distribution notice produce the same payout answer.
In Practice
Example: The sponsor uses True-Up to explain how distributions move through the waterfall economics stack. The practical output is a clearer decision record tied to the governing agreement, distribution model, capital accounts, proceeds schedule, and distribution notice, so LPs, sponsors, fund administrators, counsel, tax advisors, and auditors can see what is ready, what is missing, and what happens next.
Why It Matters
True-Up matters because it changes what must be documented, who owns the next step, and how investors, lenders, sellers, or operators understand the workflow.
VC Beast Take
SponsorBeast treats True-Up as a practical operating concept inside Waterfalls. The useful test is whether it helps a sponsor make a better decision, reduce execution risk, or communicate more clearly with investors and operators. For SponsorBeast, the useful version explains how True-Up changes return of capital, preferred return, catch-up, promote, residual split, reserves, and clawback or true-up, what evidence supports it, and how the finance lead should communicate it to LPs, sponsors, fund administrators, counsel, tax advisors, and auditors.
How to Write an Investment Memo: The VC Template That Actually Works
A practical, partner-ready guide to writing VC investment memos that actually drive decisions: structure, examples, common mistakes, and how top firms like Sequoia, a16z, and Benchmark do it.
How a Series A Actually Works: From First Meeting to Wire Transfer
The Series A process is opaque, exhausting, and often takes three to six months. Here's exactly what happens at every stage — from the first intro email to the moment the money hits your account.
Startup Valuation Calculator: How to Calculate Pre-Money and Post-Money Valuation
Pre-money valuation doesn't have to be a mystery. Here are the exact formulas, three worked examples at different stages, and the methods VCs actually use to price early-stage startups.
The VC Power Law Explained: Why Most Funds Lose Money
The top 5% of VC investments generate 60%+ of all returns. Most funds return less than 1x. The power law isn't just a concept — it's the reason VCs behave the way they do.
Venture Capital 101: Everything a First-Time Founder Needs to Know
VC isn't free money, a loan, or a golden ticket. It's selling part of your company to people who expect 10x back. Here's the honest, jargon-free guide every first-time founder needs before taking a meeting.
Common Angel Investing Mistakes and How to Avoid Them
The most costly mistakes angel investors make — from insufficient diversification and ignoring terms to falling in love with founders and skipping reference checks. Plus how to avoid each one.
Capital Call True-Up Checklist
A practical checklist for fund administrators and sponsor finance teams managing notice preparation, allocation math, funding deadlines, wire tracking, exceptions, reconciliation, and capital account posting.
Carry Holdback Release Checklist
A practical checklist for sponsors and LP finance teams managing return of capital, preferred return, catch-up, promote, residual split, reserves, true-ups, and clawback controls.
Carry Reserve Checklist
A practical checklist for sponsor principals and investor relations teams managing fees, carry, promote, gp commitment, reserves, distributions, offsets, and final true-ups.
Carry Reserve Policy Guide
A practical review guide for sponsors and LP finance teams managing return of capital, preferred return, catch-up, promote, residual split, reserves, true-ups, and clawback controls.
A True-Up is the waterfall economics structure used to organize capital, control, or payouts inside the Distribution Economics workflow. It matters because the structure determines who participates, how risk is isolated, and how the economics are enforced.
Understanding True-Up is critical for founders navigating the fundraising process. It directly impacts deal terms, valuation, and the relationship between founders and investors.
True-Up falls under the waterfalls category in venture capital. This area covers concepts related to important concepts in venture capital.
Newsletter
Join thousands of founders and investors. Every Tuesday.
The VC Beast Brief
Join 5,000+ VC professionals
Weekly intelligence on fundraising, VC strategy, and the signals that matter. Every Tuesday, free.
Archstone
Run your fund like an institution.