What is a Capital Call in Private Equity and Venture Capital?
Capital calls
Author: The Carta Team
Read time: 8 minutes
Published date: 11 July 2025
When fund managers are ready to invest in a private company, they usually have to make a capital call first. Learn more about capital calls in private equity and venture capital.
Contents
- What is a capital call?
- How capital calls work
- The capital call process
- Legal obligations for the GP
- Legal obligations for the LP
- Capital calls in private equity and venture capital
- Capital call strategies
- Timing a capital call
- Capital call lines
- What happens when an LP defaults?
- Example of a capital call
- How Carta can help
- Pro rata capital calls
- Subsequent close capital calls
What is a capital call?
A capital call is a formal request by an investment fund to its investors to contribute a portion of the capital they have previously agreed to commit, typically for new investment opportunities or operational expenses. Capital calls allow general partners (GPs) to draw down capital from investors as it’s needed, rather than all at once. This process improves a fund’s cash flow efficiency by aligning capital deployment with investment opportunities and minimizing idle cash.
Capital calls are a key feature of closed-end investment funds like venture capital funds, private equity funds, and real estate funds.
How capital calls work
As the GP of a fund, when you decide to invest in a portfolio company, you might have enough cash on your balance sheet to do the deal. More often than not, though, you’ll need to call additional capital from the fund’s LP investors. The amount you’ll call depends on the size of the investment you want to make.
In practice, making a capital call means asking one or more of your LPs to transfer funds to the fund’s bank account. Rarely will a GP ask for all the committed money at once, as without a deal to deploy the funds to, this could damage fund performance metrics.
Instead, most GPs opt to make a pro rata capital call. This means that they’ll ask all of the fund’s LPs to send the same percentage of their committed capital, regardless of the amount they pledged, in order to have enough cash in total to be able to make the investment.
The capital call process
- Commitment phase: At the beginning of the fund, investors agree to commit a certain amount of money to the fund over its lifecycle.
- Issuing a capital call notice: The GP of the fund issues a capital call in order to fund a new investment opportunity, cover fund expenses, fund a follow-on investment, or meet other liquidity needs.
- Funding and deployment: Investors transfer the requested funds, typically within 10 to 14 days. Once received, the GP deploys the capital.
- Tracking capital contributions: The fund tracks the total paid-in capital of each investor so each investor meets their total capital commitment over time. The difference between an investor's committed capital and paid-in capital is known as “uncalled capital.”
Legal obligations for the GP
The LPA typically allows GPs to call capital from LPs in order to make new deals during the deployment period (or investment period). While the deployment period is usually about five years, many funds deploy their capital (meaning call commitments from LPs and use the funds) between 18 to 36 months.
Legal obligations for the LP
When a GP initiates a capital call, the LP typically has between 10 to 14 days to wire the funds for the investment. The request is legally enforceable according to the details of the LPA, but LPs rarely default because it would cause both reputational damage and have severe financial ramifications.
Capital calls in private equity and venture capital
The amount of capital, timing, and frequency of capital calls will depend on the fund’s investment strategy.
Private equity funds often invest in growth-stage companies, public companies, and other mature businesses, aiming to improve operations and increase profitability before selling at a higher valuation. Capital calls in private equity are usually tied to investment opportunities or acquisitions and are typically larger and less frequent.
Venture capital funds typically invest in startups, early-stage companies, and high-growth companies. Capital calls in venture capital may be more frequent but smaller in size to support multiple fundraising rounds.
Capital call strategies
It’s important to know how much money to call and when to call it.
Timing a capital call
If you call capital before a deal is finalized and the agreement falls apart, the money will sit in your fund’s account and drag down two important metrics: the fund’s internal rate of return (IRR) and total value to paid-in (TVPI). These metrics are used to measure a fund’s performance.
Capital call lines
Over the past decade, VC funds and private equity firms have increasingly used capital call lines of credit to make sure they’ll have the necessary capital on hand to complete a deal. A capital call line of credit is a short-term loan from a financial institution that you can use to invest in a company while waiting for LPs to transfer funds.
What happens when an LP defaults?
LPs rarely fail to complete the capital call. But it can happen. What happens after an LP defaults depends on the LPA. A GP may:
- Impose a penalty of a few percentage points on the capital called for each day the money is late—effectively charging steep interest for the late payment.
- Use their own funds for the investment, sell the defaulting LP’s entire stake in the fund or defaulted stake to other investors in the fund, or sell the stake to a third party, with terms dictated by the GP.
- Hold LPs accountable for liabilities incurred due to the default, potentially putting them on the hook if their payment falls through.
Example of a capital call
Imagine you’re the GP of Krakatoa Ventures Fund II, a $100 million fund specializing in early- to mid-stage biotech companies. You’ve just reached a deal to make a $5 million Series B investment in a startup called Genealogy Life Sciences, but you only have about $1 million on your balance sheet. To complete the deal, you’ll need to call capital from your investors.
You have 85 LPs in your fund, and their contributions range from $100,000 to $10 million. You could call $5 million from the anchor investor, the venture capital arm of a large biotech corporation. Doing so, however, might irritate an institutional investor you worked hard to recruit: They might rightly suspect that you’d only called capital from them and let the other investors continue earning short-term gains.
Instead, you decide to initiate a pro rata capital call, which means you’ll request the same percentage of committed capital from each LP in your fund. A 5% capital call would give you enough money to purchase the negotiated stakes in Genealogy Life Sciences, but you’re also in discussions for a smaller Series A deal. To make things easier for your LPs, you decide to make a 10% pro rata capital call.
After closing the $5 million deal with Genealogy Life Sciences, you’ll still have $90 million in committed capital to call at a later date, plus $6 million in the bank.
Two months later, you’re about to close another deal. This time it’s a $10 million investment in the Series B round of a bioinformatics company called Plankton. You’re down to $6 million on the balance sheet. Your fund doesn’t have the cash on hand to lock in the deal, so it’s time to make another capital call.
After two capital calls, you still have 75% of your $100M fund available for subsequent investments. Your fund also has ownership in two promising biotech companies, and has enough cash on hand to make your planned Series A investment.
How Carta can help
Carta’s capital calls request tool is designed to make capital calls fast and easy.
Pro rata capital calls
For pro rata capital calls, you can simply enter the total dollar amount or pro rata percentage you’d like to call. The tool will automatically calculate the amounts to be called from each investor.
Subsequent close capital calls
Sometimes LPs subscribe to a fund or increase their commitments after the first capital call. In such cases, you’ll need to initiate a capital call that will bring these LPs up to a level pro rata contribution with the other investors in the fund.
Author: The Carta Team
Carta's best-in-class software, services, and resources are designed to promote clarity and connection in the private capital ecosystem. By combining industry experience with proprietary data and real customer stories, our content offers expert guidance and clear, actionable insights for companies and investors.