Compliance and Filings
Regulation D, Form D, blue sky notices, KYC and AML, and adviser rules.
Articles from the Syndicately blog on this topic.
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506(b) vs. 506(c) for SPVs: How to Choose the Right Exemption
Read article: 506(b) vs. 506(c) for SPVs: How to Choose the Right ExemptionRule 506(b) or Rule 506(c) for your SPV? A plain comparison of general solicitation, investor limits, and accredited investor verification, including the SEC staff’s…
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Selling an SPV Interest on the Secondary Market
Read article: Selling an SPV Interest on the Secondary MarketSelling an SPV interest early means clearing the operating agreement’s transfer restrictions and finding a buyer who qualifies under a resale exemption.
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Fractional Ownership of Alternative Assets Through SPVs
Read article: Fractional Ownership of Alternative Assets Through SPVsAn SPV can fractionalize an asset by buying it once and selling proportional membership interests to investors, under Regulation D, Reg CF, or Reg…
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Exempt Reporting Advisers: The VC and Private Fund Exemptions
Read article: Exempt Reporting Advisers: The VC and Private Fund ExemptionsAn exempt reporting adviser skips full SEC registration under the venture capital or private fund adviser exemption, but still files part of Form ADV.
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Investor Onboarding Checklist for Deal Sponsors
Read article: Investor Onboarding Checklist for Deal SponsorsA checklist for onboarding SPV investors: accreditation, KYC and AML checks, subscription documents, and funding, in the order sponsors need them.
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Continuation Vehicles and GP-Led Secondaries Explained
Read article: Continuation Vehicles and GP-Led Secondaries ExplainedA continuation vehicle lets a GP hold a strong asset longer while giving existing LPs the choice to cash out or roll into the…
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Do SPVs Need an Audit? The SEC Custody Rule Answer
Read article: Do SPVs Need an Audit? The SEC Custody Rule AnswerMost SPVs never get an independent audit. Here is when an SPV audit becomes a requirement under the SEC custody rule, and when a…
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How RIAs Give Clients Access to Private Markets
Read article: How RIAs Give Clients Access to Private MarketsHow registered investment advisers get clients into private deals through feeder SPVs, and what fiduciary duty, disclosure, and the custody rule require along the…
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Foreign Investor Withholding for US SPVs
Read article: Foreign Investor Withholding for US SPVsA sponsor’s checklist for FDAP and Section 1446 withholding on foreign SPV investors, including Form W-8BEN collection and a worked example of the numbers.
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Capital Call Wire Fraud: How to Protect Your SPV Closings
Read article: Capital Call Wire Fraud: How to Protect Your SPV ClosingsHow capital call wire fraud works, the phone verification habit that stops it, and what to do if a wire is sent to the…