Special purpose vehicle (SPV)

Special purpose vehicle (SPV)

Author: The Carta Team
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Read time:  7 minutes
Published date:  4 August 2023
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Updated date:  26 April 2024
Learn about special purpose vehicles (SPVs) in private funds, including what they are, how they work, and how they differ from conventional venture capital funds.

What is a special purpose vehicle (SPV)?

A special-purpose vehicle (SPV) is a legal entity that allows multiple investors to pool their capital and make an investment in a single company.

SPVs have multiple use-cases in the business world. Public corporations sometimes use SPVs to isolate certain holdings from the parent company’s balance sheet. In the venture capital sector, fund managers often launch SPVs to establish a track record before they raise a traditional venture capital fund. They also use them to invest in companies that don’t fit their fund’s investment strategy or that falls outside their fund terms.

SPVs vs. venture funds

Timing and investment allocation are the main differences between SPVs and traditional VC funds. 

The number of investments

The biggest difference between an SPV and a traditional venture fund is that an SPV invests all of its capital in one company. Traditional VC funds, on the other hand, invest in many companies operating within the stages and industries that fit the fund’s investment thesis

Investment timeline

Traditional VC funds are long-term investments. It can take up to 10 years before a VC firm exits every investment in a fund’s portfolio. In contrast, SPVs typically seek to return money to investors in a much shorter period of time because realizing a return depends on just one company reaching an exit, such as an acquisition or an IPO.

Types of SPVs

When a fund manager sets up an SPV, they typically form it as either a limited liability company (LLC) or a limited partnership. The right type of SPV for you will depend on whether you are an emerging fund manager or angel investor, and who you expect your investors will be. 

Limited liability company SPV (LLC SPV)

The traditional way for VC firms to set up an SPV in the United States is as an LLC: Investors all become members of the LLC, which is a legal entity formed with the sole purpose of making an investment in a private company. The LLC then appoints a manager. LLC SPVs can be used outside the U.S., but they may have trouble accepting capital from international investors.

Limited partnership SPV (LP SPV)

Limited partnerships offer the same benefits and protections for investors as LLCs, along with additional advantages across international jurisdictions. LP SPVs are a great choice if you plan to raise capital from international investors because the entity type is recognized across the world.

Carta offers both traditional LLC SPVs and LP SPVs. 

SPVs for all your needs
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How an SPV works

SPVs share many characteristics with conventional venture capital funds:

SPV taxes

In each of these cases, the SPV is a pass-through entity, which means investors are responsible for paying personal income taxes on any profits earned through the SPV. The SPV entity does not pay any taxes.

Fund payment structures

GPs operating an SPV sometimes go with the same “two-and-20” payment structure often used for traditional VC funds. This means that GPs charge a 2% annual management fee on the total assets under management (AUM) and take a 20% cut of the profits after the SPV hits the hurdle rate laid out in its LPA. The hurdle rate is a percentage return the fund has to provide to investors before the GPs start to earn their share of the fund’s profits.

If the deal was a competitive one for the GP to win, they might raise the management fee or carried interest to something higher than two-and-twenty. In contrast, a GP might decide to offer more favorable terms to attract reluctant LPs to a deal. 

Capital calls

Unlike traditional VC funds, which call capital gradually when they are ready to make individual deals, fund managers using SPVs typically call all of the capital from investors up front.

SPV regulation

SPVs are subject to the same laws and regulations as other private funds.

Advantages to using an SPV

Isolate financial risk: If GPs set up an SPV and the investment performs poorly, it does not impact the VC firm’s flagship funds. This is advantageous for GPs raising a follow-on fund; the SPV won’t weigh down the IRR or TVPI for their firm’s core investment funds. 

Expand LP access: For LPs, it’s much easier to invest in an SPV than a traditional VC fund or PE fund. The cost to invest is usually lower, with some LPs investing as little as $1,000. Meanwhile, LPs are typically required to invest at least $500,000 to get access to a larger VC fund. 

Less expensive to set up than a VC fund: Traditional VC funds vary in terms of administrative costs, but they are expensive to take to market. Expenses related to setting up an SPV usually amount to a fraction of the amount it costs to set up a VC fund.

SPV disadvantages

Some LPs have historically viewed SPVs as funds for investors not yet ready to break into VC. But that stigma has lessened in recent years as more investors choose SPVs to supplement their fundraising efforts. 

Still, there are some potential drawbacks. For instance, it might be challenging to align your LPs and portfolio company on exit terms if you want to set up an SPV as a continuation fund. And because SPVs typically only invest in one company, they aren’t as diversified as a typical VC fund. 

But they are inexpensive, easy to set up and lower the significant barriers to breaking into the VC ecosystem–especially when the private markets are slumping.

Why venture capitalists use SPVs

SPVs are an investment vehicle VCs can use to optimize for liquidity, asset diversification, or even fund reputation. Here are some common scenarios when SPVs make sense instead of a traditional fund:

The deal doesn’t fit with the fund’s investment thesis

If a VC firm wants to invest in a startup that doesn’t meet the criteria set out in their fund’s limited partnership agreement (LPA), the general partners (GP) can set up an SPV, raise additional capital for it, and invest in the company with money that doesn’t belong to the fund. 

The deal would exceed the fund’s concentration limits

A fund’s LPA will sometimes limit how much capital the fund can invest in a single company, sector, stage of investments, or geography. If making an investment in a certain portfolio company would fit the investment thesis but violate these concentration limits, a GP can instead use an SPV to back that company. 

Similarly, a GP can use an SPV to “top off” an investment the fund has already made (or plans to make) in a company. In this scenario, the GP raises an SPV to invest alongside the fund, to increase ownership in a company beyond what the fund’s LPA permits.

The fund is outside its investment period

A fund’s LPA sets a specific time interval during which the fund will deploy assets. If the GPs wish to make an investment outside this period, they can form an SPV to do so. Often, they may call upon the same limited partners (LP) from the fund to capitalize the SPV.

First-time investors want to establish a track record

Raising a debut venture fund can be daunting for first-time investors, especially during difficult fundraising periods. Before trying to raise a first-time fund, some aspiring fund managers will start by forming one or several SPVs to invest in individual companies. Even a small portfolio of SPVs will give LPs a tangible track record to consider when it comes time to invest in a new manager’s first VC fund. 

The fund is out of capital

If the fund has already invested most or all of its capital, but the fund managers want to pursue another deal, they may launch an SPV and use it to make another investment. 

The investors are looking to extend the life of investments 

If a VC firm has a fund that’s nearing the end of its 10-year lifecycle but the fund managers aren’t ready to sell the remaining assets, they can set up an SPV to hold those specific assets. This is known as a continuation fund or a continuation vehicle. In this scenario, LPs will usually have the option to sell their stakes in the portfolio company or transfer their stakes into a new SPV that will give the fund managers more time to prepare the business for a sale.

Why angel investors use SPVs

When multiple angel investors band together and pool their personal capital, this group is called an angel syndicate. Syndicate SPVs are attractive to angel investors for a number of reasons:

Access to more deals

SPVs allow angel investors to band together and invest at larger amounts than some of them would be capable of investing individually. This opens a larger range of possible investment sizes—including later-stage investments.

Portfolio diversification

A wider variety of investment opportunities means that angels investing through SPVs can more easily diversify their portfolios. Working together, angel investors can each allocate smaller amounts across a wide array of industries or stages in ways that may not be possible if they were investing capital on an individual basis. 

Deal term control

Investing at a larger amount as an SPV gives a syndicate more control over deal terms than they would have as individuals.

Follow-on investment opportunities

Pooling capital through SPVs allows angel investors to remain competitive in larger deals when a portfolio investment grows and raises another round. 

Establishing a track record

SPVs allow a lead investor who aspires to become a VC fund manager to begin establishing an investment track record as an investment manager.

Carried interest

Charging carried interest (carry) allows syndicate organizers to get upside from their investments, similar to a GP at a venture fund.

SPV vs. SPAC

Special purpose acquisition companies (SPAC) differ from SPVs in many key ways, including the way they are formed, their typical size, how common they are, and what sort of investors use them.

SPACs fulfill a different role in the lifecycle of a venture capital-backed company than SPVs. The purpose of a SPAC is to merge with a private company that wants to go public, serving as a conduit for the company to transition onto the public markets.

SPVs on Carta

Carta offers a variety of SPV options tailored to investors’ needs. To learn more about how Carta can help you form and manage your SPV, request a demo


Learn more about how Carta can help you form and manage your SPV
Request a demo

The Carta Team
While we believe in assigning ownership at Carta, this blog post belongs to all of us.
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