To choose the right SPV platform, ensure the provider aligns with the specific needs of your deal. Focus on transparent financials, relevant legal foundation, operational speed, reliable compliance, and governance controls that can not only launch your investment, but help it succeed long-term.
To choose the right SPV platform or provider for your needs, you should pay attention to:
- Financials and fee transparency. Delineate one-time setup fees from recurring administration costs and uncover all potential hidden charges to check true long-term costs.
- Legal architecture and jurisdiction. Verify the entity types offered, the jurisdictions they support, and confirm that the structure provides true limited liability.
- Operations and user experience. Review how easy it is to use for both you and your investors, alongside fast setup times and robust back-end support for capital calls and distributions.
- Tax and regulatory framework. Confirm that the platform handles all necessary annual filings and automatically prepares and distributes essential tax forms like K-1s to your investors.
- Governance and customization. Look for the flexibility to define economic terms like carry, set voting rights, and accommodate special conditions via side letters.
- Risk, liability, and security. Check data security certifications, how they protect you from personal liability, and what happens to your data if their business fails.
The key thing to remember is that choosing an SPV platform is not just about creating a legal entity. You need to ensure that that entity – and your deal as a whole – are set up for success in a way that suits your target region, investors, goals and time frames.
So let’s dig into the areas you should be examining.
1. Financials: economics & fee transparency
The economics of SPV platforms vary widely, and hidden fees and opaque pricing structures can significantly impact your and your investors' returns over the full lifecycle of an investment.
A provider should be able to provide a clear, all-in quote that maps out every potential cost, from formation and banking to tax preparation and the final wind-down.
All-in costs
"All-in cost" refers to the Total Cost of Ownership (TCO) over the lifetime of your investment, which is typically 7-10 years. You want to know how much the platform will charge you and how that will affect you based on the activities you’ll be performing to manage your SPV.
Make sure to look beyond the headline price and differentiate between one-time setup fees and any recurring annual administration or compliance fees that might be charged. For first-time angel syndicate leads, in particular, a simpler pricing model (like a flat fee or an all-in percentage) is more practical than a complex structure with potential hidden fees down the line.
Key questions to ask:
- Can you provide a written, all-in quote for the entire SPV lifecycle?
- What is the total estimated cost of ownership if I hold this investment for seven years?
- Is your pricing a one-time fee, or are there recurring annual administration or compliance fees?
- What specific services (e.g., tax documentation, annual filings) are included in this price?
Platform carry
Platform carry is a percentage of the carried interest (the share of profits) that the platform provider itself may take from your deal.
This is a key one to think about as it dictates the incentive alignment between you, your investors, and the platform. In some cases, a platform may take a portion of your carry in exchange for providing access to its investor network to help you fill out your round.
You want to be sure that the platform is invested in your success, not just their returns. As the deal lead, you should have full control over the carry you set for yourself and your investors.
Key questions to ask:
- Does your platform take a percentage of my carried interest?
- If so, under what circumstances (e.g., for accessing your investor network)?
- Do I have full control to customize the carry and hurdle rates for my investors?
Ancillary fees
Ancillary fees are the extra "pass-through" costs that often aren't included in a platform's advertised price. Given the amount of extra processes involved in managing your SPV day-to-day, these can add up – and should be clearly identified upfront.
Common examples include filing fees, charges for mandatory KYC/AML checks, wire transfer fees, and costs associated with preparing investor tax forms like K-1s.
Key questions to ask:
- Can you provide a complete list of all potential pass-through charges not included in the main fee?
- Are mandatory regulatory filing fees included, or are they a separate, variable cost?
- Are there separate fees for preparing and distributing K-1 tax forms to my investors?
Exit & wind-up costs
At the end of your investment's life, the SPV must be legally dissolved or "wound up." Some platforms charge significant fees for this process, which directly affects the net returns distributed to your investors.
These costs can be structured as a flat fee, an hourly rate, or a percentage of the assets being distributed. Some platforms also penalize early terminations. You want to be in control of your timeline and returns, so make sure you have the information to factor in returns and manage investor expectations.
Key questions to ask:
- Do you charge a fee to dissolve the SPV at the end of its life?
- How are these fees calculated (e.g., flat fee, hourly, percentage of assets)?
- Are there any fees charged for making final distributions to investors upon exit?
FX & banking fees
For any deal involving investors or target companies in different countries, banking and foreign exchange (FX) fees can add significant extra costs.
The currency conversion "spread" (the fee a provider charges on top of the mid-market exchange rate) and international wire fees can create a significant drag on returns. This is a particularly important area for family offices and funds sources LPs from multiple countries and currencies.
Key questions to ask:
- For cross-border investments, what is your currency conversion (FX) spread over the mid-market rate?
- What are the fees for sending and receiving international wires?
- Do you have established processes for supporting international LPs and handling multi-currency subscriptions?
2. Legal & jurisdictional framework
The entity type and the country where it is based will determine the access, tax efficiency, and investor protections of your SPV. SPV providers often specialize in particular regions or entity types, so it’s worth digging into the structural options a platform provides.
Entity types
The legal "wrapper" or entity type of your SPV defines how you can use it.
Different entities offer different levels of flexibility, protection, and scalability. For example, the Luxembourg Special Limited Partnership (SCSp) offers full tax transparency and a streamlined setup process without requiring a notary. And when paired with an authorized manager (AIFM), this structure allows you to market your investment opportunities to professional investors across the European Economic Area (EEA).
For founders, it's critical to use a structure that is accepted by institutional VCs. For emerging fund managers, having a scalable structure is key.
Key questions to ask:
- What legal entity types (e.g., Series LLC, LP, Luxembourg SCSp, SAS/SC) do you offer?
- Do you specialize in a particular structure? Why is it best for my deal?
- Is the entity structure you provide widely recognized and accepted by institutional VCs?
- Do you offer Series structures for creating cost-effective follow-on SPVs?
Jurisdictions
The "domicile," or country where your SPV is legally based, directly affects its tax efficiency, regulatory reputation, and access to global treaty networks.
Key questions to ask:
- Which legal jurisdictions or domiciles do you support for SPV formation (e.g., Delaware, Cayman, Luxembourg, UK)?
- Which jurisdiction do you recommend for my specific deal? What are the tax and regulatory advantages?
- Do you have in-house expertise or established local partners in these jurisdictions?
Asset protection
Strong asset protection ensures that the assets and liabilities of your SPV are legally insulated from those of any other SPV, even if they are managed on the same platform. This protection can be a strong statutory ring-fence (as with a Series LLC, where it's defined by law) or a weaker contractual segregation.
Key questions to ask:
- How does your legal structure protect the assets in my SPV from the liabilities of other SPVs on your platform?
- Is this protection a statutory "ring-fence" or based on contractual agreements?
- Does the entity you provide offer true statutory limited liability for me and my investors?
Supported asset classes
While most venture SPVs hold simple equity, your investment needs may be more diverse.
It's important to confirm whether a platform's SPVs can hold a variety of financial instruments. Furthermore, if your target investment is itself a "pass-through" entity like an LLC or SCSp, some platforms may levy significant surcharges or have complex consent requirements.
Key questions to ask:
- Can the SPV hold various asset types beyond equity, such as SAFEs, convertible notes, or debt?
- Are there any restrictions or extra fees for investing in pass-through entities like LLCs or LPs?
- Do you support investments in alternative assets like real estate or private credit?
3. Operations & technology
The operational and technological infrastructure of an SPV platform can either help or hurt your fundraising. The right platform should automate workflows, reduce your administrative workload, and provide an engaging experience for your investors, helping you build trust and close your deal efficiently.
User experience (UI/UX)
The platform's user experience (UI/UX) builds momentum and trust – remember, you should not have to act as the tech support for your own investors.
Your investors will assess you and your deal based on their experience with the platform. A confusing interface can cause investors to lose confidence and drop out, while a smooth, professional experience leads to repeat participation.
Key questions to ask:
- Can you show me what the experience looks like from my investors' perspective?
- Do you have a mobile-friendly interface or a dedicated mobile app?
- How do you ensure my investors won't need to contact me for technical support?
Setup speed & onboarding
In the world of venture deals, speed is a competitive advantage. A time-sensitive deal can be lost if the SPV setup process is slow and bureaucratic.
The platform should be able to form the legal entity and open a bank account in days, not weeks. The investor onboarding process is equally critical; it must be a simple, digital workflow that an investor can complete in minutes, without needing to jump between different vendors for identity verification (KYC/AML) and e-signing.
Key questions to ask:
- How many business days does it take to go from sign-up to a fully formed SPV, ready to accept funds?
- How do you manage investor KYC/AML, accreditation, and e-signing?
- On average, how long does it take for an investor to complete the onboarding process?
- Do you provide instructions that I can send directly to my investors?
Investment administration
Your choice of SPV platform should provide support beyond set up, helping you manage it efficiently after the deal is closed.
For anyone planning to do multiple deals, these back-end tools help scaling your operations as your portfolio grows. This includes having clear, automated processes for managing capital calls, handling operational issues like failed wires, and executing distributions to your investors when the investment exits.
Key questions to ask:
- How does your platform manage capital calls and distributions?
- What is your process for handling road blocks such as failed wires or delinquent investors?
- Can your platform handle complex distribution waterfalls with different tiers and hurdles?
- Are there any separate fees charged per closing or per capital call?
Integrations & API
For professional investors and fund managers, the ability to connect the platform to other essential software, like accounting tools, CRMs, or other fund admin systems, helps automate workflows and ensure data quality.
Most importantly, you must always have the ability to easily export your own data. This "data portability" is non-negotiable, as it ensures you are never locked into a single provider.
Key questions to ask:
- Do you offer a public API?
- Does your platform integrate with other essential tools like accounting software or CRMs?
- Can I easily export all of my data, including investor lists, legal documents, and financial records, if I ever need to migrate?
- Can you provide a sample of what these data exports look like (e.g., CSV, JSON)?
4. Governance & customization
The ability to customize your deal's legal terms, economics, and governance structure is what gives you the control to execute your strategy.
GP autonomy
GP (General Partner) autonomy refers to the level of control the deal lead has over key investment and governance decisions. In Europe, if a GP has full discretionary power, the SPV may be classified as an Alternative Investment Fund (AIF), triggering complex regulations and higher costs.
To avoid this, many European platforms structure their deal vehicles as co-managed entities. In this model, major decisions (like the final investment) are technically taken by the investors collectively rather than the GP alone. This legal distinction allows the vehicle to remain unregulated while the GP still commercially leads the deal.
Key questions to ask:
- What are the default rights and powers granted to me as the SPV lead?
- How do I maintain absolute control over all investment and governance decisions?
- How do you manage shareholder decisions?
- How easily can I delegate SPV management to a designated lead?
Voting rights
The voting mechanism for your SPV is a balancing act between the deal lead's ability to act quickly and the protection of minority investors.
The right platform should allow you to customize these rights (e.g., lead-only control, simple majority, super-majority), alongside facilitating the consent and amendment process digitally.
For more complex scenarios, like corporate co-investments, the platform may need to support structures that separate voting control from economic interests.
Key questions to ask:
- Can I customize the voting rights for key decisions (e.g., lead-only control, majority vote)?
- How are investor consents and legal amendments handled digitally on the platform?
- Can you accommodate custom voting structures that separate governance control from economic interests?
Economic customization
The platform must allow for the full customization of carried interest, entry fees, and performance hurdles. This flexibility should also extend to handling complex "waterfalls" (how profits are distributed upon exit) and setting custom investment minimums and maximums for LPs.
Key questions to ask:
- Can I fully customize the carried interest, entry fees, and hurdle rates for my deal?
- Does the platform support complex distribution waterfalls and custom carry-breaks for specific LPs?
- How easily can I set and enforce custom minimum and maximum investment sizes?
Legal document flexibility
Sophisticated deals often require specific legal terms that go beyond a standard template. Does the platform allow for modifications to its core legal documents and, critically, support "side letters" for key investors who require special terms. This ability to accommodate bespoke needs is a must-have for many family offices and professional VCs.
Key questions to ask:
- Can your core legal documents be modified, or are they strictly boilerplate templates?
- Does your platform support using side letters for investors with special terms?
- Do you offer any tools, like a 'side letter wizard,' to simplify the process of adding custom terms?
5. Compliance & reporting
Navigating complex, multi-jurisdictional tax and securities law is one of the most significant challenges of running an SPV.
A platform's ability to automate and manage this complexity is critical for investor trust and protects you from legal and financial risk. This should also extend beyond software to experts within the business who can support your project.
Tax reporting
A reliable SPV platform must automate the complex process of generating and distributing tax documents to ensure accuracy and timeliness. This is one of the biggest administrative burdens for a deal lead.
For professional investors, receiving clear, timely financial statements is table stakes. Since many European vehicles are tax transparent (meaning the tax liability passes through to the investor), the platform needs to provide the specific data each investor needs to file their local tax returns easily.
Key questions to ask:
- Does your platform automatically prepare and distribute annual financial statements to all investors?
- What is your timeline for delivering these reports after the fiscal year ends?
- Are the costs for tax document preparation included in your main fee, or are they charged separately?
- Can I preview the investor experience for receiving tax documents?
Cross-border tax support
For any deal involving international investors or investments, expertise in cross-border tax is essential. A lack of knowledge in this area can lead to "tax leakage”, such as unnecessary withholding taxes, that reduce investor returns.
The platform should be able to recommend tax-transparent structures and, where necessary, use tools like "blocker corporations" to help foreign LPs avoid tax complications.
Key questions to ask:
- How does your platform handle the tax implications for international investors in this deal?
- Is the proposed SPV structure designed to be tax-transparent to avoid entity-level "tax leakage"?
- What is your experience in mitigating issues like withholding taxes for international investments?
Regulatory compliance
Operating an SPV legally requires strict adherence to securities laws, such as the Alternative Investment Fund Managers Directive (AIFMD), which governs how funds are managed and marketed across the EU, or the European Venture Capital Fund (EuVECA) for VCs.
A good platform should have built-in, automated workflows for these filings, handle mandatory investor accreditation checks, and maintain robust, auditable KYC/AML procedures, as well as having experts on hand if you need them.
Key questions to ask:
- Does your platform have built-in workflows to ensure compliance with relevant securities laws (e.g., Reg D in the US)?
- Do you handle all necessary annual filings and notices as part of your service?
- What are your standards and processes for conducting KYC/AML checks on investors?
- Are registered agent services included in your package?
Investor reporting
A modern SPV platform should provide tools to make reporting easy, such as a dedicated, secure investor portal where you can post updates and share documents. For professional fund managers and family offices, reporting capabilities need to be institutional-quality and auditable.
Key questions to ask:
- What tools do you provide to help me send professional updates to my LPs?
- Does your platform include a dedicated and secure investor portal for my investors to access information?
- Can the investor portal and communications be branded with my own identity?
- Can I provide different levels of reporting or data access to different LPs?
6. Risk, security & liability
Evaluating a platform's approach to risk, security, and liability is part of your due diligence. This includes the critical 'what if' scenarios, from the platform's own business continuity to the protection of your sensitive investor data and your personal liability as the deal lead.
Administrator risk
"Administrator risk" is the risk that the platform provider itself ceases operations, for example, due to bankruptcy.
A professional platform must have a clear business continuity plan to ensure your SPV and its assets can continue to be managed, no matter what happens to their business. Key mechanisms to look for include "successor agent" clauses in the legal documents and "data escrow" arrangements that secure your data with a neutral third party.
Key questions to ask:
- What happens to my SPV, assets and data if your company goes out of business?
- Is the legal structure you provide "bankruptcy-remote" from your own company's operations?
GP liability protection
A well-designed legal framework is your first line of defense. The platform's standard legal documents should include robust "indemnification provisions" that shield you from liability. Another layer of protection can come from Directors & Officers (D&O) insurance, which may be available for the SPV.
Key questions to ask:
- What indemnification provisions are included in your standard legal documents to protect me from personal liability?
- Do you offer the option to purchase Directors & Officers (D&O) insurance for the SPV?
- What levels of Errors & Omissions (E&O) and cybersecurity insurance does your own platform carry?
7. Service & Reputation
The quality of a platform's human service and its market reputation are key indicators of its reliability. Especially for first-time deal leads or those with complex needs, the availability of expert support can be the deciding factor.
Customer support
For first-time deal leads, responsive and knowledgeable support can have a major impact. It is the difference between a smooth, confidence-building process and a frustrating, uncertain one. Sophisticated users, like family offices, often require a higher level of dedicated, high-touch service.
Key questions to ask:
- Is there a dedicated person I can talk to if I get stuck or have questions?
- What are your support hours and guaranteed response times (SLAs)?
- Will I have a named account manager or relationship lead assigned to my account?
- Does your support team include legal or financial experts, or is it a generalist help desk?
Track record
A platform's history of successfully completed deals, its total Assets under Administration (AUA), and its reputation in the market are powerful indicators of its capability. Research the company, read reviews, and ask for references. A strong brand name is not a substitute for a proven track record.
Key questions to ask:
- How many deals similar to mine in size, sector, and structure have you successfully closed?
- Can you provide references from other deal leads I can speak with?
- What is your total Assets under Administration (AUA) and the total number of SPVs you manage?
- Which law firms or institutional partners have validated your legal structures and processes?
Educational resources
For new syndicate leads, high-quality educational resources help lower the barrier to entry and build confidence. A good platform should act as a partner, providing clear guides, templates, and best practices on everything from setting up an SPV to understanding complex tax forms and compliance requirements.
Key questions to ask:
- What educational resources do you provide (guides, templates, articles) for first-time deal leads?
- What specific topics do your resources cover (e.g., fee structures, tax reporting, compliance)?
- Do you offer any webinars or one-on-one sessions to walk new users through the process?
What the best SPV Platforms have in common
As we’ve covered, creating your SPV is only one aspect of an SPV platform’s service. The ancillary value they offer varies by SPV platform type. Choosing the right one involves understanding the level of service you actually need. Are you looking for a basic legal entity, a set of software tools, or a fully managed service?
Tier 1: the "Digital Wrapper"
This is the most basic offering, essentially a digital replacement for going directly to a law firm. These platforms provide the essential legal entity and a bank account but little else.
While they can be a low-cost entry point, the user is left responsible for most of the ongoing administration, compliance filings, tax reporting, and investor management. This approach requires you to have the time and expertise to handle the significant operational legwork yourself.
- Distinct approach: Provides the basic legal entity and bank account, functioning like a digital law firm. The user is responsible for all ongoing administration, compliance, and tax reporting.
- Who it's good for: Price-sensitive deal leads who have the legal expertise or resources and time to manage the entire process themselves and are comfortable taking on the full administrative burden.
Tier 2: the "integrated software"
This tier represents a "tool-led" approach. These platforms provide an integrated software dashboard to automate specific workflows, such as e-signatures, basic capital calls, and document storage.
The platform gives you the tools to manage the process more efficiently than a spreadsheet, but you are still the primary operator. You are responsible for running the deal, ensuring compliance, and using the software correctly. This model can work well for those who have the in-house expertise but want better tools to execute.
- Distinct approach: A software-based model that offers a dashboard to automate specific workflows. The platform provides the tools, but the user operates them.
- Who it's good for: Sophisticated users, like emerging VCs, who have in-house domain expertise but want a more efficient software solution than spreadsheets to manage their deals.
Tier 3: the "all-in-one partner"
This is a "service-led" approach, which is the model we have built at Roundtable. These platforms act as a true partner, combining technology with in-house legal and administrative expertise to support you at every stage of your journey.
We don't just give you tools; we manage the compliance, administration, legal framework, and investor onboarding on your behalf. This model is designed for deal leads who want to focus on their investment, safe in the knowledge that their legal, compliance and operational foundations are tailored to their needs.
- Distinct approach: A "service-led" model that combines technology with in-house legal and administrative experts who manage the entire lifecycle for the user. It is a fully managed solution.
- Who it's good for: Deal leads who want to focus on their investment, not the back-office complexity. This includes first-time syndicate leads needing guidance, founders who want to delegate the process, and family offices requiring high-touch, expert service.
Choosing the best SPV platform for your use case
Different users require diverse levels of service. A first-time syndicate lead has a different set of priorities than an emerging fund manager or a startup founder. Understanding your own primary objectives is the first step in choosing the right platform.
SPV platforms key criteria for founders
As a founder, your primary goal is to consolidate many smaller investors into a single entity to keep your cap table clean and attractive for future VCs. The right platform makes this process simple, fast, and cost-effective.
Find out how Roundtable helps founders and simplify your next raise
SPV platforms key criteria for investment clubs & syndicate leads
As a first-time syndicate lead, you need a platform that makes the process simple for your investors and protects you from liability, with support on-demand.
Find out how Roundtable can help your syndicate close deals faster and streamline your workflow.
SPV platforms key criteria for fund managers & VCs
As a fund manager, you need institutional-grade execution and a platform that can handle sophisticated legal and economic structures as you scale your portfolio.
Find out how Roundtable can open up a world of EU investment opportunities.
SPV platforms key criteria for investors (LPs & family offices)
As an investor or a manager of a family office, your priorities are security, privacy, and professional-grade transparency. You need a platform you can trust to protect your assets and provide clear, auditable reporting.
Access qualitative deals across private markets and build your portfolio with Roundtable.
Why consider Roundtable for your european SPV
If you're launching a deal in Europe, you need a platform engine for the European market.
We combine our powerful, all-in-one platform with deep regional expertise in law and compliance to ensure your deal starts on the right foundation, with processes and agreements to support your future goals.
- Move your deals forward, faster. Our streamlined process takes you from a standing start to a fully formed, bank-ready SPV in one week. We handle everything from entity formation in key jurisdictions like Luxembourg to investor onboarding and KYC, removing the administrative legwork so you can focus on closing.
- True European expertise. As an EU-native platform, we specialize in the most robust and tax-efficient European structures, like the Luxembourg SCSp and French SAS. We also act as your regulated AIFM, ensuring full compliance and providing a foundational legal framework designed for long-term success.
- Partnership, not just a platform. Our in-house experts act as an extension of your team, providing proactive planning for governance, investor voting, and distributions from day one.
- Straightforward, all-in pricing. Our service is based on a single, transparent, one-time fee that covers both the initial setup and seven years of ongoing administration. You know the full cost upfront, with no hidden fees or costly renewals.
Book a demo today to learn how we can get your next European deal off the ground.
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