What Is an SPV?
A Special Purpose Vehicle (SPV) is a single legal entity formed specifically to pool capital from multiple investors and invest it as a single position in one company. The SPV holds the shares; the underlying investors (called LPs in SPV terminology) hold economic interests in the SPV.
For the startup, the SPV is one shareholder. The shareholder agreement is signed by the SPV. Voting rights are exercised by the SPV manager. Information rights flow to the SPV which then distributes to underlying LPs (often quarterly summary updates rather than real-time information).
For the SPV's underlying investors, the SPV provides access to deals they would not otherwise see (the SPV manager has the deal flow), lower minimum check sizes (€10K rather than €100K), and lighter administrative burden (one investment, one tax document, one set of reporting). In exchange, they pay the SPV manager economics: typically 20% carry on profits and 1–2% management fee on capital.
Why SPVs Are Used
For startups, SPVs solve the cap-table-clutter problem. A €1M seed round split across 30 individual angels at €33K each creates 30 cap table lines, 30 signatures on every future amendment, 30 information rights compliance obligations, and 30 separate conversations during diligence for the next round. The same €1M pooled into a single SPV creates one line, one signature, one information channel.
For lead investors organising a round, SPVs allow them to bring small angels into the round without overwhelming the company. The lead invests €500K directly; an SPV (organised by the lead or by an angel syndicator) pools another €500K from 15 angels and the company sees a clean two-line entry.
For underlying angels, SPVs democratise access. Angels with €25K to invest can participate in deals that would otherwise have €100K minimums. The SPV manager negotiates terms once for the entire pool.
SPV Legal Structures by Jurisdiction
The SPV's legal entity choice affects cost, complexity, and investor reporting. Common choices in Europe:
UK Ltd: simple to set up, well understood by investors, English-law shareholders agreement compatibility. Annual filing costs €1,500–3,000.
Luxembourg S.A. or SCA: tax-efficient for cross-border investors, sophisticated regulatory framework, recognised by institutional LPs. Setup €15K+, annual costs €10K+.
Netherlands BV: similar to UK Ltd in flexibility, often used by European angel networks. Annual costs comparable to UK.
Delaware LLC: dominant choice for US-led SPVs, supported by every angel platform (AngelList, Carta, Allocations). Setup €1K–3K, annual costs €2K+.
The choice typically depends on where the underlying LPs are located and how cost-sensitive the SPV economics are. For a €500K SPV, annual costs above 1% of AUM materially erode returns.
Cap Table Benefits and Downsides
Benefits: dramatically simpler cap table; one signature for any future amendment, consent, or waiver; one information rights obligation; cleaner diligence for future rounds. Most institutional investors prefer SPVs over direct angel investment because the cap table looks more sophisticated.
Downsides: the SPV manager controls voting and information flow, so underlying LPs become passive — they cannot directly influence the company, cannot directly respond to consent requests, cannot directly access detailed information. For sophisticated angels who value the direct relationship, the SPV strips that away.
For the company, the main downside is the loss of direct investor relationships. The 20 angels in the SPV are advocates of the company but the relationship runs through the SPV manager. Founders should make a point of meeting and updating underlying LPs directly when possible — they remain influential in their own networks even if they have no formal cap table position.
Information Rights and Future Round Consent
Information rights and consent rights flow through the SPV's legal structure. The SPV signs the shareholders agreement and receives information rights; the SPV manager decides what to share with underlying LPs and on what schedule. Underlying LPs do not have direct contractual claims against the company.
For future round consent (e.g. amendments to articles, share issuances above a threshold, M&A approval), the SPV votes as a single shareholder. The SPV manager decides how to vote, sometimes after polling underlying LPs but often unilaterally. This is mechanically efficient but means the LPs' individual views may not be represented.
Some sophisticated SPVs include LP voting provisions: the SPV manager polls underlying LPs and votes the SPV's shares in proportion to LP responses. This adds complexity but preserves LP influence. Founders dealing with SPV-heavy cap tables should ask the SPV manager up front how voting decisions will be made. See [shareholder agreements](/captable/shareholder-agreements) and [investor rights](/captable/investor-rights) for the underlying frameworks.