What Documents Do You Need for An SPV?
Disclaimer: This post discusses general legal issues, but it does not constitute legal advice in any respect. This post is not a substitute for legal advice and is intended to generate discussion of various issues. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel. Cara Stone, LLP and the author expressly disclaim all liability with respect to any actions taken or not taken based on any content of this post. The views expressed herein are personal opinion.
If you are an investor or company looking to start an SPV or RUV, there are three primary documents that you need to have:
- LLC Formation Documents: The first step to creating an SPV or RUV is to form an LLC. You can form an LLC by filing simple forms that vary by state depending on the state in which the company is formed. Creating the company in a jurisdiction that allows the vehicle manager to disclaim fiduciary duties and provides maximum protection is preferable.
- Investment Agreement: SPVs or RUVs require a form of investment agreement or subscription agreement. This agreement is the document that governs the terms through which investors are putting money into the SPV or RUV.
- Operating Agreement: SPVs and RUVs need an operating agreement that designates the manager(s), covers the duties of the manager(s), appoints the officers, deals with how capital accounting is structured, and sets aside money for legal fees and other terms about how the company operates.
The formation documents, operating agreement, and investment agreement govern the operations of the SPV.
The SPV will also want to review and negotiate the terms of the investment documents it’s signing in connection with its investment into the operating company. Working with an experienced deal attorney can ensure that the SPV or RUV gets the best possible deal for its investors at a reasonable cost.
Cara Stone offers low flat rates on SPV and RUV formations. Fill out this form to receive a quote and get started.
Disclaimer: This post discusses general legal issues, but it does not constitute legal advice in any respect. This post is not a substitute for legal advice and is intended to generate discussion of various issues. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel. Cara Stone, LLP and the author expressly disclaim all liability with respect to any actions taken or not taken based on any content of this post. The views expressed herein are personal opinion.
If you are an investor or company looking to start an SPV or RUV, there are three primary documents that you need to have:
- LLC Formation Documents: The first step to creating an SPV or RUV is to form an LLC. You can form an LLC by filing simple forms that vary by state depending on the state in which the company is formed. Creating the company in a jurisdiction that allows the vehicle manager to disclaim fiduciary duties and provides maximum protection is preferable.
- Investment Agreement: SPVs or RUVs require a form of investment agreement or subscription agreement. This agreement is the document that governs the terms through which investors are putting money into the SPV or RUV.
- Operating Agreement: SPVs and RUVs need an operating agreement that designates the manager(s), covers the duties of the manager(s), appoints the officers, deals with how capital accounting is structured, and sets aside money for legal fees and other terms about how the company operates.
The formation documents, operating agreement, and investment agreement govern the operations of the SPV.
The SPV will also want to review and negotiate the terms of the investment documents it’s signing in connection with its investment into the operating company. Working with an experienced deal attorney can ensure that the SPV or RUV gets the best possible deal for its investors at a reasonable cost.
Cara Stone offers low flat rates on SPV and RUV formations. Fill out this form to receive a quote and get started.
