Foreign LLC
A Foreign LLC refers to an LLC that is registered in a state different from the state where it is “doing business.” While most SPVs are initially registered in states such as Delaware, which offer favorable tax or fee benefits, an SPV may need to register as a Foreign LLC in the state where the […]
Foreign Tax Identification Number (FTIN)
A Foreign Tax Identification Number (FTIN) is a taxpayer identification number issued by a country outside the United States. The FTIN may take the form of a government-issued identification card or a social insurance card, depending on the country. Non-U.S. investors seeking to invest in an SPV are typically required to provide an FTIN as […]
Form C
Form C is a document filed with the Securities and Exchange Commission (SEC) for equity crowdfunding under Regulation CF. This form is used to provide disclosures and information about the offering to potential investors. While Regulation CF transactions can utilize an SPV structure, many crowdfunding platforms operating under Regulation CF do not employ SPVs.
Form D (Notice of Sale of Securities)
Form D, also referred to as the Notice of Sale of Securities, is a filing requirement under Regulation D, Section 4(6), and/or the Uniform Limited Offering Exemption of the Securities Act of 1933. It is required for companies that are selling securities in reliance on a Regulation D exemption or Section 4(6) exemption provisions. The […]
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
The Formation Date refers to the date of creation of an entity (SPV) as recorded with the jurisdiction where it is filed. For Master and Regular/Traditional SPVs, this is the official date of establishment. For Series SPVs, the Formation Date is either the date a deal is initiated or, at the latest, the date the […]