Corporate • SPV formation
SPV formation for investments, asset holding and structured deals.
We set up SPVs to ring-fence risk, hold assets, and execute transactions cleanly — including corporate documents,
shareholder arrangements, and the deal-specific contracts needed for financing, acquisitions, tokenization or joint ventures.
An SPV is not just incorporation. It’s a controlled perimeter: ownership, governance, cashflows, and documents that match the transaction.
Typical use cases
- Hold a single asset (real estate, shares, IP, receivables) with ring-fenced liability.
- Investment vehicle for multiple investors with clear governance and reporting.
- Project finance / structured lending with security and cashflow waterfall.
- RWA tokenization / issuance SPV separated from the operating business.
Related: Holding structuring.
Scope
What we do in an SPV formation project
We design the SPV around the deal: ownership, governance, cashflows, protections, and the document set required by investors, banks and counterparties.
Step 1
Jurisdiction & SPV architecture
Choose the right SPV form and build a structure that matches the transaction.
- Holding vs project SPV, single-asset vs portfolio logic.
- Shareholding model (founder/investor mix, trustee/nominee options where allowed).
- Governance baseline: board, reserved matters, signatories.
- Substance, reporting, and operational constraints check.
Outcome: a clear SPV blueprint and action plan.
Step 2
Incorporation & corporate starter pack
Register the SPV and produce the documents needed to operate.
- Incorporation filings, registry extracts and statutory books (as applicable).
- Director appointment, share issuance and initial resolutions.
- Signing authority matrix / internal approvals baseline.
- Corporate housekeeping templates (minutes, resolutions).
Outcome: SPV legally formed and ready for the deal.
Step 3
Shareholder & governance documents
Fix the “rules of the game” between investors and sponsors.
- Shareholder agreement: vetoes, reporting, transfer restrictions.
- Funding mechanics: equity, loans, convertible instruments.
- Distributions policy and exit mechanics (tag/drag, ROFR).
- Conflict of interest and related-party controls.
Outcome: predictable governance and fewer disputes.
Deal-specific
Transaction & cashflow documentation
Build the contracts that implement the economics of the SPV.
- Asset acquisition / sale agreements, IP transfer or licensing.
- Intercompany agreements (if SPV is part of a group).
- Cashflow waterfall and payment mechanics (where relevant).
- Security package coordination (pledges, guarantees).
Outcome: documents aligned with the transaction logic.
Often needed
Banking & compliance readiness
Prepare onboarding materials for banks, custodians and service providers.
- KYC pack for UBOs/directors and source of funds narrative.
- Business description and transaction profile for onboarding.
- AML/KYC baseline if the SPV deals with investors or payments.
- Service provider contracts (admin, accounting, trustee, registrar).
Outcome: fewer delays and rejections.
Optional
RWA / tokenization SPV setup
If the SPV is used for issuance or tokenized assets, we align the structure accordingly.
- Issuer/OpCo split and ring-fencing logic.
- Investor onboarding perimeter and disclosure package outline.
- Custody and settlement points, reporting and audit trail.
- Licensing/regulatory roadmap coordination if required.
Related: Tokenization.
Approach
How we run SPV formation
We focus on transaction reality: investors, cashflows, security, and operational controls — not just incorporation paperwork.
What we ask first
- Purpose: asset holding, acquisition, financing, JV, issuance/tokenization.
- Parties: investors, sponsor, counterparties, service providers.
- Cashflows: funding, revenues, distributions, security / guarantees.
- Timeline: closing date, banking needs, signing logistics.
If multiple jurisdictions are involved, we align governance and enforceability across the chain.
Typical deliverables
SPV blueprint
Entity map, roles, ownership and governance concept.
Corporate pack
Resolutions, appointments, registers and templates.
Shareholder terms
Reserved matters, reporting, transfer/exits, funding rules.
Deal docs
Acquisition/financing documents aligned with cashflows.
Related: Shareholder agreements and
Company registration.
FAQ
Common questions
Short answers. SPV design depends on the transaction and counterparties.
Is an SPV just a “shell company”?
An SPV is a legal vehicle designed to isolate risk and implement a specific deal. The key value is in the governance, cashflow logic, and documents that make the transaction enforceable and bankable.
Can you set up an SPV with multiple investors?
Yes. We design the shareholding and governance model (reserved matters, reporting, transfers, exit rights) and prepare the shareholder agreement aligned with investor expectations.
Do you also handle banking and service provider onboarding?
Yes. Depending on the jurisdiction and the deal profile, we help prepare the KYC pack, business narrative and onboarding documentation for banks, administrators and other providers.
Can an SPV be used for tokenization / issuance?
Yes. SPVs are commonly used for ring-fencing an asset and issuing investor instruments. We help align the structure, disclosures, onboarding and regulatory roadmap where needed.
Need an SPV that is ready for the transaction (not just incorporated)?
Send a short note: what asset/deal you structure, who the parties are, expected cashflows, and target timeline.
We will propose the SPV setup approach and the document scope.
If you already formed an SPV, we can review the existing structure and strengthen governance and documentation.
Good fit for this service:
- Single-asset holding SPVs (real estate, shares, IP, receivables).
- Investment vehicles with 2+ investors and reporting needs.
- Structured finance / secured lending transactions.
- RWA tokenization and issuance structures.
Practical output: SPV + governance + deal-ready documents that align with cashflows and risk ring-fencing.