Closing, Finalizing and Post Close
Every program will also include the closing and finalization of your deal, as well as all elements of your SPV’s post-close administration. Add-on services might include detailed financials, specialized tax services, frequent distributions, more than three closes, multiple state filings, and foreign assets. SPV Concierge is unique in the marketplace for its elite capabilities in all of these areas and the intersections between them. Our team is equipped to guide you through the entire landscape, decision and execution process for every element of your SPV journey.
We will help you determine whether your SPV should be a regular LLC or LP entity, or a master series LLC or LP.
We will guide you through the processes of hiring an effective registered agent and filing domestic and foreign paperwork, as needed.
Every SPV requires specific documents that govern all parties involved. SPV Concierge will lead you through the process of developing the investment documents that work best for you and your SPV. We can provide ready-to-use templatized documents or review customized documents prepared by your attorneys.
SPV Concierge will obtain and organize the registration and documentation you need to open a bank account in the name of the SPV. We have significant expertise, as well as solid relationships with banks that understand and support the specialized needs of SPVs.
The smooth, proper onboarding of an LP is a delicate process requiring specialized expertise. SPV Concierge is an ideal partner for managing LP onboarding, including KYC/AML background checks, documentation and sending/receiving funding.
SPV Concierge will guide you through the primary purpose of the SPV, purchase of the intended private asset after investors have been onboarded. Drawing upon our nuanced expertise from thousands of deal closes, we are ideally positioned to assist in managing this crucial step.
SPV Concierge will ensure that you create a proper capital account statement for each investor, communicating a detailed receipt of their investment, within days of the deal close.
Our team will ensure that each investor’s details are captured in a well-organized cap table that can reliably be referenced and utilized throughout the lifecycle of the SPV.
SPV Concierge will oversee proper federal and state compliance, including filing Form D with the SEC and blue-sky filings and applicable fees for each state in which an SPV investor resides.
SPV Concierge is well-equipped to manage the often thorny process of finalizing the investment. Failure to manage this process effectively can, for example, result in years going by before realizing that the SPV never received a fully executed document package. We help prevent legal exposure and other fallout from failure to ensure that everything is finalized and in order.
Post Close Administration
SPV Concierge will shepherd you through the multi-faceted process of determining and filing federal and state taxes. This includes preparing a Form 1065 that generates a K-1 for each investor. We will manage the SPV’s relationship with specialized tax professionals, including ensuring that all filings are performed properly, expeditiously and cost-effectively.
When your SPV needs financials prepared, SPV Concierge will locate appropriate service providers and manage the relationship, ensuring that all documents and other requirements are performed properly and cost-effectively.
For startup companies, SPV Concierge will manage all aspects of pro-rata allocations that help, ensure harmonious, ongoing investor relations throughout multiple financing rounds. These activities include documentation, money movement, investor onboarding, purchase agreements, security filings, ledger/cap table creation and finalization.
SPV Concierge will effectively manage the entrance and exit of investors to and from the SPV throughout its lifecycle, from membership transfers and sales, proper documentation, cash table updates and tax return adjustments.
Our team will maintain the entity year after year through periodic payment fees to various jurisdictions as the law requires.
- Investment maintenance encompasses the ongoing corporate and sponsor actions that occur when the asset that the SPV has invested in requires votes, approvals or signatures. SPV Concierge manages these actions and legal documents that impact the value of the investment. For example:
- Shareholder resolutions
- Shareholder meetings
- Changes to the board
- Company restructuring
- Asset sale
- Stock splits
- Round extensions
Our team effectively administers the proper, detailed record-keeping, process and management of the SPV’s distributions whether they occur in the form of cash or shares. We have the experience and expertise to ensure that the correct amounts go to the correct people.
When the SPV entity has served its purpose, the SPV Concierge team will lead the shut-down and wind-down of the entity, in a judicious manner, guiding the SPV and its participants to a safe landing.