What Is an SPV, and How To Set Up SPVs with SPV Platforms & CRMs?

‍About the Author: Polina Alexandrova has been involved in setting up SPVs in different jurisdictions used to invest into startups and alternative investment funds (AIFs). She writes angel tickets via an angel syndicate – Calendula Ventures. This article does not provide any legal guidance or investment advice, but contains learnings and SPV best practices from personal experience. Need support on SPV related topics? Reach out to polina@tiva.so for consulting services. Blog last updated on 15th April 2025.

Structuring investment vehicles may appear to be a complex and time-consuming activity. Multiple stars need to be aligned: getting allocation in the best investment opportunities, gathering enough commitments from investors or limited partners (LPs), as well as choosing an SPV structure that both complies with financial regulation and is tax optimised for all SPV investors. Whether you’re a venture capital investor, business angel or simply curious about what it takes for SPV management and setup, this article provides the ultimate SPV guide for you.

What Is an SPV?

A special purpose vehicles (SPV), also known as a special purpose entity, is a legal entity established for the purpose of pooling capital from different investors in order to invest into one or more assets, while minimising the risk for all parties involved. In the context of the global tech ecosystem, SPVs are commonly used by:

Angel Clubs: angels coming together on their own initiative to invest into a startup. SPVs used for angel syndicates are generally organised by a Syndicate Lead or Lead Angel (European terminology), who generally does a lion’s share of the work: scouts the investment opportunity, writes an investment memo, shares the deal within their personal network of interested investors and selects the optimal legal partner for SPV management and SPV administration.
Investment Platforms: reputable companies like AngelList, Roundtable.eu and Moonfare enable investors with smaller cheques to invest into startups, venture capital funds (VCs) and private equity funds (PEs) via special purpose entities.
VC Firms: the general partner (GP) of the VC can open up selected investment opportunities to their limited partner (LP) and broader investor network. SPVs enable GPs to increase their total assets under management (AUM) and seize more investment opportunities. Three common SPV use cases by VC firms are:‍ (i) Follow-on investment SPVs - to take full advantage of pro-rata rights in existing portfolio companies, if there is not enough dry powder left in their current fund(s). (ii) Club SPVs - to opportunistically invest into companies outside of the VC firm’s core focus e.g. when the startup is in another jurisdiction, stage or industry. (iii) Secondary SPVs - the VC fund’s lifecycle may be coming to an end, but in some cases, it makes economic sense to hold the asset for longer, instead of liquidating it. I’ve seen SPVs used for portfolio ownership reshuffling by GPs managing multiple VC funds.‍
Private Investors: as an alternative to angel clubs that constantly add new members, a group of private investors can open special purpose entities for specific investments, instead of using their holding companies. For example, I’ve seen Funds of Funds start accepting new LPs with a $3M minimum entry ticket and small groups of investors opening an SPV in order to collectively reach this threshold. ‍
Aspiring General Partners: many GPs execute investments via SPVs in parallel to raising a new VC fund, since first closing usually takes at least 12 months. SPVs enable GPs to build up a larger portfolio (track record to show case to potential LPs), close deals prior to closing the VC fund.

Are SPVs Regulated or Unregulated?

SPVs can be organised in a way that is exempt from requiring brokerage, investment advisory or other licences from the relevant financial authorties. SPV regulation varies in each country e.g. in the United Kingdom, SPV investments are overseen by the Prudential Regulation Authority (PRA) and Financial Conduct Authority (FCA), and in the US, by the Securities & Exchange Commission (SEC), and in the European Union (EU), the general guidelines are provided by European Securities & Markets Authority (ESMA) and then interpreted by each EU member state. It is worthwhile to seek get advice regarding regulatory and tax questions from specialised lawyers. This article seeks to provide general SPV information, but not legal advice.

What Are The Advantages of SPV vs. VC Invstments for LPs?

SPVs are becoming increasingly popular in the global tech ecosystem and are frequently used to co-invest alongside larger VC firms.

There are 7 benefits for limited partners when allocating capital to SPVs in comparison to VC firms:

Active investment decision-making: each investor decides on a deal-by deal basis to which SPV investmentopportunity they allocate capital. The Syndicate Lead (SPV organiser) doesn’t necessarily manage capital on behalf of other investors. On the contrary, LPs in VC firms have no control over investment decision-making. Decisions to invest are made by an Investment Committee in the VC firm, which consists of senior employees and general partners.
Control with voting rights: generally speaking, European angel syndicates that are exempt from financial regulation offer all investors voting rights on important decisions, such as whether or not to sell the SPV investment. Voting rights are typically not proxied to the Syndicate Lead or Lead Angel. The limited partner agreement (LPA) of each SPV provide a detailed overview of SPV governance structure and what types of decisions require unanimous, weighted majority or simple majority vote.
Protective asset ring-fencing: SPVs can be structured either as a stand-alone legal entity that executes one investment, or as a ring-fenced series or compartment of one company, also known as an umbrella structure. For example, Delaware LLC SPVs would look like “[Startup Name], a Series of [SPV Company Name]”. When multiple SPVs are made as compartments or series by one holding company, the gains and losses of each compartment or series are legally and financially insulated from each other.
Immediate profit distribution: thanks to the ring-fenced structure, each SPV series holds just one investment. So, when the underlying asset of the SPV is successfully sold, the SPV beneficiaries immediately receive their returns. On the other hand, LPs in most cases have to wait until the end of the VC fund’s lifecycle to get their money back, while some VC firms reserve the right to re-invest exit proceeds.
Smaller entry ticket sizes: in general, there are no strict legal requirements regarding the min. ticket size of SPV investors. This threshold is typically set by the SPV organiser. The smallest entry tickets are usually $1K-10K per SPV. As a result, SPVs democratise alternative investments by providing investors who have fewer resources with access to investment opportunities. Participation in more deals enables SPV investors to reduce risk by building a larger and more diversified portfolio.
Lower fees: SPVs often charge significantly fewer fees than VC firms. VC funds take a 1-3% annual management fee (depending on the stage of the VC lifecycle) in order to cover ongoing operating costs, including legal advisory, fund reporting and administrative fees, employee salaries, office rent, and software subscriptions, among others. SPVs, on the other hand, can be structured in a way to avoid being classified as Alternative Investment Funds (AIFs). This means they don’t need to obtain various financial licences and/or registrations, and they incur fewer management and administration costs e.g. accountant fees for annual reporting, bank account fees etc. Therefore, SPV organisers often charge a one-off “deal structuring fee” instead of an annual management fee.
More secondary options: depending on the SPV limited partner agreement or articles of association, SPV investors may have the right to sell their ownership stakes to other SPV shareholders or third parties. This creates more liquidity opportunities, as the SPV investors have the freedom to realise returns even before the entire SPV is exited. SPV shareholder agreements often include a "right of first refusal," giving existing SPV investors the privilege to purchase shares before they’re sold to external buyers.

How to set up an SPV? 4 Steps & SPV Best Practices

Assuming the SPV is co-investing and non-leading an investment round, there 4 crucial steps to execute an investment using an SPV:

1. Source the Best Investment Targets & Secure Allocation

Sourcing the best deals is fundamental to achieving outlier returns for yourself and your SPV investors. This can be done by networking with other investors and founders or by directly approaching exciting startups after building conviction on emerging industry trends. If the introductory call with the startup goes well, the SPV Lead does a deep dive on the business model, industry trends, traction, competition and founding team, to understand whether the startup’s unique selling proposition (USP) is strong enough and is defensible. During the deep dive there is regular exchange with the startup, which typically provides data room access. This information is used to create an investment memo, which can be shared with potential investors of the SPV.

5 tips to secure allocation and mitigate risks:

Incentivise deal sharing: one great strategy for deal sourcing is to incentivise business angels, venture capital investors, founders and other contacts in your personal network to refer great deals by reducing the carried interest charged in the SPV.
Emphasise value-add: stress your value-add for the startup e.g. offer to introduce the startup to relevant angel investors who typically join your SPVs and who you will be approaching regarding this deal. Relevant angel investors are those who can share operational experience, make introductions to potential partners or clients or are simply great names (experts) to have on the cap table.
Confirm allocation amount and timeline: before beginning your SPV investor reach-out, negotiate an allocation in the funding round upfront, which will be your SPV investment target. Gathering commitments and structuring the SPV takes at least one month, so confirming an exact allocation amount reduces the risk of being squeezed out if the round becomes oversubscribed.
Invest in your own SPVs: only build SPVs for the deals you truly believe in and invest personally in each SPV. This signals conviction to the investors who you will approach. Usually LPs want the SPV Lead to invest at least 2%.
Include a termination clause: unfortunately, based on personal experience, if many VC investors are chasing the startup, there is a probability that the founder decides in favour of another VC firm with deep pockets or a big brand name. This news could strike at the last minute, when the SPV is already set up and investors have wired in their commitments. Hence, to avoid any financial liabilities (e.g. being personally liable for fees to the SPV administrator for SPV setup) and be compensated for the big time investment of the SPV Lead, ask the startup founders to sign a breakup clause with a financial penalty for cancelling. The penalty amount should depend on concrete SPV milestones. Make sure that the penalty amount would cover at least the direct legal costs that your SPV would incur.

2. Build an Investor Funnel & Secure SPV Commitments

Structuring an investor funnel, reaching out personally to each investor and closing commitments is an enormous effort, which is difficult to manage without a CRM. In most cases, the Syndicate Lead strategically constructs a funnel of 100+ potential accredited and/or professional investors, consisting of close contacts, acquaintances and new contacts to whom a warm introduction can be made. If your current investor network is not big enough, grow it by attending tech conferences and investor side events.

Here are 7 tips on raising capital for your SPV:

Approach closest contacts first: reach out to the closest investor network first, gather verbal commitments, and only afterwards reach out to acquaintances and request introductions to new contacts. It’s always better to approach acquaintances with some capital already committed verbally.
Optimise communication channels: contact each investor using their most convenient channels, which may be Whatsapp or Telegram, rather than email. You would not believe, but at least 50% of commitments for my SPVs I received after messaging investors rather than sending long emails.
Consolidate Q&A: keep your first investor reach-out concise and to the point. Only share a long investment memo when an investor shows interest. The golden rule is – the more information you share upfront, the more questions investors will ask. In most cases, SPVs need to be put together under high time pressure, so gather all answers to frequent investor questions into one master document from which you can copy and paste.
Use a CRM: leverage a CRM to keep track of investor reach-outs, follow-up reminders, rejections and commitments. Learn more about best CRM tools for Syndicate Leads in the next section, or discover more about top CRMs for angel investors and venture capital funds.
Do paperwork last: only when you have sufficient verbal commitments, begin the SPV legal and admin paperwork. There is no point to incur legal costs until the minimum threshold to participate in the startup’s funding round has been reached. Furthermore, it is a waste of time to ask investors to sign any SPV agreements and transfer funds when there is uncertainty.
Reward investor referrals: offer incentives to existing SPV investors for referring other investors by reducing carried interest or investor club membership fees, if you charge any.
‍Ensure SPV regulatory compliance: keep in mind financial regulation when sharing the investment opportunity within your investor network. For example, in the European Union, the Syndicate Leads of unregulated SPVs are not allowed to publicly promote investment opportunities on platforms like LinkedIn. In general, the Syndicate Lead needs to be aware of regulations in every jurisdiction from which their SPV investors come from.

3. Open an SPV & Onboard Investors

Select an SPV structure that is compliant with all regulators and protects you as a Syndicate Lead. There is no point in taking risks and operating in the grey zone. For this step, you can engage an experienced legal firm or use one of the many SPV-as-a-Service platforms, which offer standardised legal SPV document templates. Nevertheless, keep in mind that most SPV management companies don’t provide legal advice - their service agreements generally state that the SPV platform cannot be held liable if the SPV Lead engages in any regulated activities. Once the SPV documents are finalised and approved by the Syndicate Lead, they are shared with the investors. Subsequently, investors transfer their committed capital to the SPV's designated bank account.

Here are 5 tips on structuring your SPV:

Optimise taxation: double check that there are no withholding taxes on two levels, between the (i) Startup <> SPV as well as (ii) SPV <> Investors. Nothing is more disappointing for your SPV investors than having a significant percentage of their returns withheld due to insufficient cross boarder tax knowledge.
Negotiate exchange rate: if you are investing 7+ digit sums via an SPV, you should negotiate exchange rate fees with various banks.
Use side letters: if you offer an SPV investor special terms e.g. for referring deals or another investor, this is typically done via a side letter.
Choose the best SPV management company: invest your time in comparing different SPV-as-a-service platforms, or contact polina@tiva.so to acquire a copy of the SPV platform comparison table.
Get creative with the name: choose a unique, memorable name for your SPV, which will be on the cap table. I named mine after the calendula flower.

4. Execute Startup Investment & Celebrate

While SPVs may not lead investment rounds, they go through the same formalities, which varies depending on where the investment target is domiciled. Depending on the jurisdiction, this usually involves signing the Share Purchasing Agreements (SPA) and the Shareholder Agreements (SHA). Money is then transferred from the SPV to the startup, and the Syndicate Lead receives a Share Ownership Certificate as a confirmation. This formalises the SPV’s ownership stake. Now you are taking part in the startup's journey.

Here are 3 last tips for crossing the final hurdle:

Execute the deal after all SPV funds arrive: only sign the SPA & SHA or convertible loan or SAFE when all of the committed funds have reached your SPV’s bank account. Nothing would delay the funding round more than having to adjust your SPV’s total investment around due to one last minute SPV investor cancellation and having every investor in the round re-sign all documents.
Celebrate 🎉: once everything is completed, pat yourself on the back! Closing an SPV is a huge effort. If the startup provides any merchandise, I personally share it with my SPV investors whenever we have in person meetings or by mail.‍
Buckle-in for SPV investor reporting: in most cases, you are responsible for forwarding quarterly investor reports to your SPV investors (instead of burdening the startup founder if your SPV contains many shareholders) and addressing any questions.

How Do SPV Platforms Facilitate SPV Investments?

Most SPV platforms support the Syndicate Leads by doing the administrative work required to set up and manage an SPV. These platforms offer standardised (one-size fits all) or customized documents. The Syndicate Lead usually charges investors a one-time deal structuring fees and carried interest. Additionally, some of these platforms have also built communities of accredited investors, which Syndicate Leads can access to share their deals and pool additional capital. In this case, the SPV platform may also take a cut of the carry.

What Are The Go To SPV Platforms?

Here are 3 great SPV management companies on the market. The flags indicate in which jurisdictions each SPV platform can structure special purpose entities. Using SPV platforms is typically more cost efficient than setting up your own SPVs from scratch with lawyers for adhoc, opportunistic investments.

Mara 🇻🇬 🇬🇧 🇱🇺 🇺🇸 🇨🇦: is a tech-enabled SPV adviser based in the UK, designed for Fund Managers, Syndicate Leads, and Family Offices looking to invest across private markets. Mara primarily uses a fully tax-transparent UK Bare Trust Nominee structure, offering a low-cost unregulated alternative to Limited Partnerships, without compromising on compliance. Custom SPVs are also available in Luxembourg (SCSp), the US (Delaware LLC), BVI (Limited Company) and Canada (LP). Mara manages the entire process end-to-end, including structuring, legal documents, investor onboarding, KYC/AML, bank account setup, cash collection, compliance, and reporting. They supports a wide range of transactions beyond startup equity, including SPVs into VC funds (e.g. Isomer Capital and Notion Capital), private equity, real estate, private credit, and crypto. The platform can onboard investors from as little as $1K. Pricing is transparent: for direct investments, Mara charges a one-time fee of 1.5% per SPV (min £4K, capped at £15K). For SPVs to help investors access funds, setup fees range from 0.15–0.6%, with annual fees from 0.15–0.4%, depending on scale. Mara’s structures and processes are validated by top-tier law firms (Macfarlanes, Proskauer, Wilson Sonsini) and fund admins (Apex, IQEQ, Langham Hall). Book a call to meet the team or watch client reviews.
Quoroom 🇬🇧 🇺🇸: SPV platform and management solutions for global angel syndicates, VC funds, and founders. Quoroom offers end-to-end services for setting up UK SPVs (Bare Trust and LLP) and US SPVs (Series LLC, Master LLC, and LLP), covering legal documents, international investor onboarding and e-signing, KYC/KYB/AML, investor accreditation, banking, custom fees and carry for each investor, capital statements, tax reporting, and distributions. Additionally, Quoroom supports investments via USDT/USDC, debt deals with interest distributions. The platform includes portfolio monitoring, investor reporting, an advanced data room with document view tracking and one-click NDAs, and tools for portfolio companies such as cap table management and investor updates. The team has facilitated deals with 5 to 150+ investors across venture capital, venture debt, real estate, and secondaries, and team has expertise in managing complex transactions. You can start a deal on Quoroom for free by exploring investor interest using Quoroom's soft commitment forms. Standard SPV pricing is 1.5% of investment amount, capped at £8K, with a minimum fee of £1.9K per deal. Additional add-ons include crypto payment support and portfolio monitoring. Quoroom offers a Price Match Guarantee: if you see a similar SPV with a preferable price structure on another platform, they’ll match the price.
Auptimate 🇸🇬 🇰🇾: is a leading SPV and funds platform in Asia designed for Angel Syndicates, Fund Managers, and Startup Founders with $100M+ in Assets under Administration (AUA). It offers a fully tax-neutral, Singapore-domiciled SPV structure, benefiting from Singapore’s 0% capital gains tax and no dividend distribution tax. Each SPV is a standalone entity per deal, ensuring no commingling of assets. The platform streamlines the entire SPV process by providing all necessary legal documents, including customisable carry per investor, as well as investor onboarding, KYC, SPV registration, bank account setup, fund wiring, and compliance management. Auptimate offers competitive pricing for Singapore SPVs, with a low-cost SPV for sub-$100K deals at just $3K, Standard Syndicate and Founder SPVs starting at $6K, and custom solutions for Feeder and Secondaries SPVs. Auptimate has also launched a Cayman SPV which uses a Portfolio in a Segregated Portfolio Company (SPC) structure. The Cayman SPV is most suitable for Venture Debt or Private Debt deals and is priced at $15K for 5 years.

Please note that SPV platforms tend to change their pricing and therefore the info provided above is only actual for the date of the article’s last update (15 April 2025). Are you are an SPV or VC fund as a service platform and would to be featured in this or future articles? Reach out to polina@tiva.so to discuss.

SPV Platform Comparison Table

As part of my investment activities, to stay on top of all the SPV management and SPV administration offers, I created a mega excel sheet that compares Top 13 SPV Platforms worldwide and their 33 unique SPV products across different jurisdictions (US, UK, Luxembourg, Switzerland, France, Estonia, Germany, BVI, Cayman Islands). In total there are 30+ comparison parameters, main ones being pricing (including all add-on / hidden fees), structural insights (e.g. on the particular company / partnership / trust type), SPV governance model options, tax implications, tax reporting capabilities (e.g. for US investors in European SPVs), level of customisation (side letters, one-time or management fees, carry, hurdle etc), limitations (e.g. on number of investors, types of investors – professional vs. semi vs. non-professional, available currencies), SPV risks (e.g. what to do if the admin goes bankrupt), any liability exposure for the SPV Lead etc. The table is first and foremost made for myself, so we could select the optimal SPV management company depending on where our target company is located and who is investing in the SPV. However, upon receiving a high number of requests, I make my research on SPV platforms available to other investors on ad-hoc basis. Reach out to polina@tiva.so for further details.

How Do CRMs Streamline SPVs?

The very foundation of successful SPV formation hinges on 2 critical steps: identifying promising investment targets and assembling a committed group of investors. Plus, once an SPV is built, smooth management of the portfolio and investor relations is crucial to ensuring stressful free operations. The tech ecosystem is a relationship driven industry, so the earlier you invest in proper contact management software, the more effective your startup and investor communications become.

CRM tools excel in simplifying these 3 relationship-driven steps of setting up SPVs, ensuring that no opportunities slip through the cracks:

1. Deal Sourcing

CRMs are used to build dealflow funnels, as well as record all startup interactions, source of introduction and notes. If you select an industry-specific CRM that is focused on the investment use case, like Affinity or Attio, the CRM data on startups is enriched with key information on last funding round, stage, total capital raised, existing investors and industry. These additional insights can be used for filtering startups in your CRM, but you can also add custom tags. When setting up SPVs as a team, any CRM will also help align workstreams and startup communications.

2. Investor Sourcing & Relationship Management

CRMs empower Syndicate Leads by putting together a potential SPV investor funnel and automating outreach. In CRMs, you can assemble various contact lists in advance with all angel investors, family offices and some venture capital investors who make direct startup investments outside of the fund, when there is no conflict of interest. To populate an investor funnel, look through your network, identify investor targets for the particular opportunity and add them to your “SPV [Startup Name] Funnel”. Using the CRM tool, SPV Leads can keep track of the status of interactions with every investor. To automate reach-outs, most CRM features include templates, which can be used to quickly replicate and personalise the first email, which shares an overview of the investment opportunity. Other CRM tools like Lemlist automate follow-ups, which can be written in advance. Overall, CRMs ensure that investor scouting efforts are thorough and well-coordinated.

3. Portfolio Management

As the Syndicate Lead’s startup portfolio grows, the need for effective portfolio management becomes increasingly evident. CRMs come to the rescue by supporting the creation of distinct lists of investors for each investment, outlining their investment amount, ownership stake etc. Creating contact groups in CRMs streamlines investor reporting and makes it easier to organise SPV shareholder meetings. For most unregulated SPVs investors need to vote on key decisions e.g. decide whether to exit the entire SPV.

Why Use Tiva CRM for SPVs?

Tiva is built to supercharge relationship-driven industries, which makes it a perfect CRM for managing SPVs. Crucially, Tiva has a unique set of features that streamline contact management so users can nurture long-term relationships with investors and founders. It is suitable for both solo Syndicate Leads as well as teams.

Centralised professional network: Tiva centralises contacts from a variety of platforms including LinkedIn, private and company emails, calendars, phone contacts and more. With everything in one place, it’s much easier for a Syndicate Lead to manage all founder and investor relationships.
Extensive contact & company enrichment: sophisticated integrations with LinkedIn, Crunchbase and Chat GPT enable unparalleled CRM data insights. For contacts, Tiva imports all career experiences, location, education, skills, industry and date connected. For companies, Tiva shows the number of employees, industry segment, funding stage, investors, capital raised and more. Thanks to the CRM data enrichment, Syndicate Leads can personalise outreaches to founders and investors, without spending time researching and manually adding data to the CRM.
Advanced search capabilities: easily search for relevant contacts or companies using more than just their names, with custom or auto-generated tags, industry, location or calendar events. Therefore, filling up your potential SPV investor funnel is much simpler, and is not dependent on having an exceptional memory.
Dynamic lists: smart lists in Tiva update themselves automatically as new contacts are added to your network (via email or on LinkedIn) who match the parameters you pre-define. For example, everyone with the keywords “angel investor” can be added to your “Potential SPV Investor Target” list.
Proactive notifications: receive alerts and updates on key network changes and events you want to track. Stay on top of job changes, career milestones, company employee count growth, fundraising events and more. Syndicate Leads can be notified when startups in their “Startup Tracking” list raise new funding rounds and it may be a good time to reconnect.