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What type of vehicle would you like to structure?
Itemized costs
Amount invested by the SPV
Structuring & management fee:
1%, min €5k one-off fee for 7 years
Deal size complexity fee:
€100 per investor above 20 investors
Add-on: Notarized Investment Documents:
+ €1,500 when required for certain countries
Pool investors during your round
Clean your cap table post-round
SPV incorporation
SPV dissolution
International investors
KYC/AML of investors
Bank account
International targets
Lifetime management
Raise in EUR
Secondary investments (Partial exits)
Invest in EUR and 40+ foreign currencies
Dedicated Key Account Manager
Raise in foreign currencies
+ €1,000
Ready to raise funds?
Onboard angel investors efficiently and keep your cap table clean.
Questions ?
We've got answers
By using a founder SPV, you can:
- keep a clean cap table,
- simplify governance,
- reduce costs related to cap table software and operations, including legal fees for future fundraising,
- leverage more operator investors to collect even small checks from high-value individuals.
- Direct-like investment: in case of a purchase offer, each investor can sell as many shares as they want - investors are no longer locked into an SPV!
- Increased liquidity (subject to founder approval):
- Within the SPV
- Outside the SPV
- Reduced administrative burden: investors can focus on supporting founders while making cap table management easier for the founding team.
- Helps you maintain a clean cap table and gain stronger bargaining power with VC funds in later funding rounds.
- Smaller ticket size: investors can access deals even with smaller ticket sizes.
In most cases, the SPV set up with Roundtable can accept US investors.
Limits
While Roundtable may onboard US investors (provided that no marketing actions have been undertaken in the US), there are certain limits.
All investors (including US investors) are encouraged to seek tax advice before making any investment.
PFIC
In certain circumstances, investing in a non-US SPV may represent a significant tax or administrative burden. Indeed, such SPV could qualify as a Passive Foreign Investment Company (”PFIC”) under US tax law. US investors who are shareholders of a PFIC are generally required to file a US Form 8621 for each tax year. This is the sole responsibility of the investor.
In addition, US law provides for deterrent tax treatments when investments are made through a PFIC, which can potentially diminish the investor's return. Certain elections (e.g. Qualifying Electing Fund) can be made by the investor, but Roundtable is not able to assist with this.
Luckily, we understand that our Luxembourg SPV and some of our French SPVs (société civile) are likely to be treated as partnerships in the US (although no check-the-box election will be made), and the PFIC issue should thus not materialize.
As always, you should consult your tax advisor prior to making an investment in a non-US SPV. For more information, you may consult the following resources:
- What is a Passive Foreing Investment Company ("PFIC")?
- Investing in Foreign Startups? How to Avoid Unfavorable PFIC Consequences and Improve Returns
Have more questions?
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Legal documentation (LPA, subscription documents, etc.) for the feeder structure
Bank account
Incorporation of a tax transparent Feeder SPV (Luxembourg)
Investors onboarding: KYC/KYB, commitments collection, signatures
Ongoing SPV admin & investing in the underlying fund
Managing cash flows: capital calls from LPs, distributions to LPs
Liquidation of the Feeder SPV
1.5% management fee for 10 years (€10,000 minimum fee)
First capital call from LPs and final distribution to LPs included
Unlimited capital calls and distributions between the Feeder SPV and underlying fund included
€2,500 for each additional capital call from LPs
€2,500 for each additional distribution to LPs
Ready to launch your feeder?
Aggregate LP commitments efficiently and save up to €150,000 in setup costs while streamlining your investment into any fund.
Questions ?
We've got answers
A Feeder SPV aggregates multiple LP commitments into a single vehicle that invests as one LP into an underlying fund.
Roundtable handles all legal and administrative aspects of your Feeder SPV. We manage unlimited transactions with the underlying fund while you only pay additional fees for capital calls and distributions to your LPs beyond those included in the base price.
Our pricing includes a 1.5%* fee (€10k* minimum) covering SPV setup and management, first capital call, final distribution, and all transactions between your Feeder and the underlying fund. Additional capital calls and distributions are charged €2,500* each.
* all prices are excluding taxes
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Legal documentation (LPA, PPM, subscription bulletins, etc.) drafted and tailored upon your preferences, such as custom waterfall, advisory board, etc.
Set up and interface with all providers (banks/depositary, auditors, etc.)
Bank account
Incorporation of a tax transparent Fund in Luxembourg
Communications with the regulator (CSSF) and registration in EU jurisdictions (2 included)
Compliant marketing and distribution in EU jurisdictions (2 included)
Investor onboarding: KYC/KYB, commitments collection, equalization fee calculation
Ongoing admin & investing in deals sourced by you (up to 20 investments included)
Managing cash flows: capital calls, distributions
Investor reports: Valuation and Audit of the Fund
Liquidation of the fund
Ready to launch your fund?
Get started today and save up to €150,000 in setup costs while accessing investors across Europe.
Questions ?
We've got answers
In the context of fund marketing, pre-marketing refers to (indirectly) providing information or communication on investment strategies or investment ideas to potential EU investors to test their interest in a fund which is not yet established. In pre-marketing, no hard commitments may be collected, and all information that is communicated is in a draft form.
Alternatively, marketing is (indirectly) offering for sale or placing shares of a fund to or with investors domiciled or with a registered office in the EU. Marketing provides final information about the fund, including its structure, investment strategy, risks, and potential returns. It allows investors to make a final investment decision. Investors may commit or subscribe to a fund that is in the marketing phase. Such commitments can be binding on the investor.
The Roundtable’s fund will be established as a Luxembourg special limited partnership (SCSp). The SCSp is a tax-transparent vehicle under Luxembourg tax law, meaning it is not subject to corporate income tax, municipal business tax, or net worth tax.
When you launch your fund with Roundtable, we take care of:
- Drafting the legal documentation, based on our standard, tailored to your preferences (amount of carried interest, duration of the investment period, etc.) → Save up to €150,000 in legal and tax fees.
- Handling all regulatory approvals and reporting: Roundtable will be the Fund’s AIFM, meaning we will manage marketing, risk management, and portfolio management, while you focus on sourcing good deals!
- Investor onboarding: collect your investors’ commitments on our platform, and we take care of the rest (KYC/AML, signing of documentation, calculation of equalization fees, etc.).
- Investing in the deals sourced by you, managing payments and capital calls.
- Valuation and audit of the fund (up to 20 investments).
- Preparing investor reports, based on the information you provide us.
Have more questions?