SPV Formation Counsel
A special purpose vehicle is the fastest way to pool investor capital for a single deal — without the overhead of a full fund. We form SPVs for venture investments, real estate acquisitions, co-investments, secondary transactions, and acquisition targets, and we get them done on deal timelines.
An SPV is a single-purpose legal entity — typically an LLC or LP — formed to make or hold one specific investment. The structure is simpler than a fund, but it still requires properly drafted governing documents, investor subscription mechanics, and securities law compliance. We handle all of it.
LLC or LP formation, registered agent, EIN, and initial organizational documents. Most SPVs are LLCs — we structure the membership interests and management authority to match your deal.
The core governance document. Covers manager authority, investor economics, profit distribution, transfer restrictions, and what happens when the investment is sold or distributed. This is where most of the legal work lives.
Subscription agreement and investor questionnaire for accredited investor verification. We draft documents that work cleanly for a one-time close and don't leave you exposed on investor qualification.
SPVs issuing membership interests to investors are securities offerings. We advise on the applicable Regulation D exemption — 506(b) or 506(c) — and prepare and file Form D with the SEC and applicable state notices.
If you're sponsoring the SPV, we draft the carried-interest and management-fee provisions: what the sponsor earns, when it's earned, and how it's calculated. We structure this to be clear to investors and defensible on audit.
Investor admission, countersigned subscription documents, wire mechanics, and transfer of the investment to the SPV. We can also handle post-close amendments, transfers of member interests, and ultimate liquidation.
A traditional fund raises a pool of committed capital and deploys it across multiple investments over time. An SPV does one thing: it holds a single investment on behalf of a defined group of investors. If you know exactly what you're investing in and who's investing with you, an SPV is almost always the faster and simpler choice.
SPVs are common in venture capital (a lead investor organizes a group to participate in a specific startup round), real estate (a sponsor pools investor capital to acquire a single property), co-investment (a fund manager creates a vehicle for LPs to invest alongside the fund in a specific deal), and acquisitions (an operator or searcher pools investor capital to acquire a target company).
The tradeoff is that each investment requires its own vehicle and its own offering. For sponsors making a single investment, that's straightforward. For sponsors who anticipate making multiple investments on a recurring basis, a fund structure — with a committed pool and a longer investment period — is usually more efficient over time.
We can help you think through which structure fits your situation before you commit to either.
We'll follow up to schedule a conversation. Most SPVs can be fully documented in two to four weeks from engagement.