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 […]
Fully Diluted Basis
Ownership based on the assumption that all options, warrants or other convertible securities or instruments or other rights to acquire stock have been exercised or converted. Read more: https://www.investopedia.com/terms/f/fullydilutedshares.asp
Fund (Capital, Investment)
A fund is a generic term to describe a structured vehicle which has the main purpose of aggregating capital from a number of different investors in order to invest into private assets. An SPV is considered a fund, a venture capital fund is considered a fund, as is a private equity fund, hedge fund and […]
Fund Close (Close)
A “Close” is triggered upon one of the following events: (1) the fund docs are countersigned by the fund manager, (2) Funds are wired to the company (investors’ funds are used), or (3) the fund manager signs investment docs. The definition of a close is important because a close triggers the federal and state filing […]
Fund Docs (Fund Documents)
Legal documents govern how this entity (SPV) behaves, and the rights and rules of those members that belong to it. SPV documents include an Operating Agreement, Private Placement Memorandum and Subscription Agreement. Operating Agreement governs the relationship between all of the investors and managers of the SPV. Subscription Agreement covers the committing of capital to […]
Fund of Funds (FOF)
A fund of funds is an investment strategy in which a fund invests in other types of funds rather than investing directly in stocks, bonds, or other securities.