Distribution
A company’s payment of stock, cash or physical products (like crypto tokens) to its shareholders. For an SPV, a distribution is typically an allocation of capital gains and income from a portfolio company to its investors. SPVs will receive distributions from an asset, like a portfolio company investment and in turn make pro rata distributions […]
Doing Business
“Doing business” in a state is a legal term that refers to a business regularly carrying out its normal activities in a state that is different from its original registered jurisdiction, or having substantial contacts there. It’s also defined as having a presence in a state for legal and tax purposes. SPVs are considered businesses […]
DPA (Debt Payable by Assets)
DPA is a debt security, specifically for crypto token-presales to both accredited and unaccredited investors.
EIN (Employer’s Identification Number, TIN, Tax Identification Number)
A unique identification number that is assigned to a business entity so that they can easily be identified by the Internal Revenue Service. The Employer Identification Number is commonly used by employers for the purpose of reporting taxes. Also known as a Federal Tax Identification Number. When it is used to identify a corporation for […]
Equity (Common Stock or Preferred Stock, Shares)
Equity shares are stocks because they represent ownership in a company from which a stockholder can claim a proportionate share of the company’s assets and earnings. Two of the most common equities are Common Stock and Preferred Stock. A preferred stock is a class of ownership in a corporation that has a higher claim on […]
ERA (Exempt Reporting Adviser)
An investment adviser that is not required to register as an adviser with the Securities and Exchange Commission (“SEC”) or state regulator(s) if it meets certain qualifications, pays applicable fees, and reports public information through the Investment Advisor Registration Depository (“IARD”). Large Advisers (firms with $100M or more in regulatory Assets Under Management (“AUM”) that […]
ETF
Exchange Traded Fund, a marketable security that tracks an index, a commodity, bonds, or a basket of assets.
Exempt Offering
An exempt offering or transaction is a type of securities transaction where an SPV does not need to file registrations with any regulatory bodies. An exempt offering is a securities exchange that would otherwise have to register with the Securities and Exchange Commission (SEC) but does not because of the nature of the transaction in […]
Expense Reserve
An Expense Reserve is a separate account from the SPVs main bank account, oftentimes set up by the Organizer in the name of the Organizer, to collect funds from investors that will be used to pay the SPVs expenses. When an Organizer uses an Expense Reserve account each investor that wishes to participate in the […]
Foreign LLC
A majority of SPVs begin with an entity registration in the State of Delaware or a state that provides them with advantageous tax or fee benefits rather than the home state where the SPV Organizer resides. If your SPV is “doing business” in another state rather than in the state of original registration (like Delaware) […]
Foreign Tax Identification Number (FTIN)
An FTIN is a taxpayer identification number issued by a country other than the United States. Depending on the country, this number might be a government-issued identification card or social insurance card. Non-US investors wishing to invest into an SPV need to provide information for a KYC/AML background check and tax documents, like a W8-BEN […]
Form C
The Form C is a document filed with the SEC used for equity crowdfunding through Regulation CF. Regulation CF transactions can use an SPV structure but many Reg CF platforms do not use SPVs.
Form D (Notice of Sale of Securities)
Form D is also known as the Notice of Sale of Securities and is a requirement under Regulation D, Section 4(6) and/or the Uniform Limited Offering Exemption of the Securities Exchange Act of 1933. It is a filing with the Securities and Exchange Commission (SEC) required for companies that are selling securities in reliance on […]
Form ID
SPVs are required to file a Form D with the SEC through the SEC’s EDGAR online system. In order to gain access to the EDGAR system, a CIK number and other access codes must be obtained, and an SPV Organizer obtains a CIK number and other access codes by filing a Form ID with the […]
Formation Date
Date of entity (SPV) creation on record with the jurisdiction where filed for Master and Regular/Traditional entities (SPVs). For Series, the creation date is either the date that a Deal is in process but no later than the date that the deal closes. For most SPV Organizers the formation date is the date they launch […]