How should I think about structuring an SPV on the AngelList platform?

AngelList provides two advisory structures for SPVs:

  • Self-Advised SPV: The SPV manager provides the entities that serve as general partner and investment adviser to the SPV.
  • AngelList-Advised SPV: AngelList entities serve as legal general partner and investment adviser to the SPV.

Self-Advised SPV

The SPV manager, and/or its affiliated entities, will serve as the legal general partner and investment adviser to the SPV. The SPV manager will be solely responsible for managing the SPV in accordance with the SPV’s governing documents, including all customary general partner duties such as legal and regulatory compliance. A Self-Advised SPV is best for either of two types of situations:

  1. If you are forming an SPV to make an investment into a separate SPV, a fund, any cryptocurrency / token, a “secondary” purchase, or any other type of investment that would be deemed to be a “non-qualifying” venture investment, then you MUST use a Self-Advised structure. The reason being that AngelList relies on the “Venture Capital Adviser” Exemption, and we cannot advise SPVs that make investments into non-qualifying investments.
  2. You are a manager who wishes to be the sole investment adviser for their SPV, and not partner with AngelList for comprehensive compliance and regulatory support. You also may have potential investors who may propose edits or comments to the SPV’s documents. 

AngelList-Advised SPV

AngelList entities serve as the legal general partner and investment adviser to the SPV, and will assist with regulatory and legal compliance requirements in these roles. This structure is best for the following situations:

  1. Managers who want to minimize formal responsibilities for the SPV and/or quickly launch the SPV on the AngelList platform.
  2. Managers that do not expect to bring on major institutional LPs to the SPV who may require side letter agreements or heavy customizations to the SPV’s operations.

As noted above in the "Self-Advised SPV" section, you cannot invest into other SPVs, funds, crypto, or secondary deals using the AngelList-Advised structure. Managers should contact their Venture Capital Associate with any questions.

AngelList template documents for SPVs

AngelList provides a suite of industry vetted documents for SPVs, Venture Funds, and Rolling Funds. Using AngelList documents allows managers to:

  • Leverage AngelList's industry vetted template documents
  • Save time and money on formation costs 
  • Customize a set of market standard provisions for venture capital agreements

AngelList offers template documents for either Self-Advised or AngelList-Advised SPVsAs a Self-Advised SPV using AngelList template documents, it’s incumbent on the SPV manager to comply with the correct regulatory exemptions.

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This article is solely for informational purposes only and does not constitute legal, tax, investment, or advice of any kind. For advice specific to your situation, please consult with an expert. 

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