SPV formation checklist: 9 steps from exemption choice to Form D

Before you start

An SPV is a single-deal fund. It has its own exemption, its own bank account, its own subscription documents and its own tax return. Forming one is not complicated, but the steps have a strict order: you cannot open a bank account without an EIN, you cannot file Form D before the first sale, and you cannot send subscription documents before you have decided how many investors the vehicle can take.

This checklist covers a US SPV formed as a Delaware LLC under Rule 506(b), which is what most angel leads, solo GPs and syndicates use for a single co-investment alongside a fund. If you are running repeated deals, a platform like Sydecar (from $4,500 as of November 3, 2026) or Allocations ($9,950) bundles every step below into one fee and one dashboard. See the SPV platforms comparison for the full table.

Step 1: Pick the exemption

Every SPV relies on an exemption from the Investment Company Act. The choice sets the investor cap and the type of investor you can accept.

3(c)(1) allows up to 100 beneficial owners, or up to 250 for a qualifying venture capital fund with no more than $12 million in aggregate capital contributions and uncalled commitments. Investors must be accredited if you are using Rule 506(b) or 506(c). This is the default for most single-deal SPVs.

3(c)(7) has no investor count limit, but every investor must be a qualified purchaser: at least $5 million in investments for an individual, or $25 million for an entity investing on a discretionary basis. Use this only when you expect more than 100 (or 250) investors, or when every investor already clears the qualified purchaser threshold.

Step 2: Form the Delaware LLC

File a Certificate of Formation with the Delaware Division of Corporations. The filing fee is $110 with standard processing of 10 to 15 business days. Expedited processing is available: $160 for 24 hours, $210 for same day. You need a registered agent in Delaware; commercial agents charge $50 to $300 a year.

Delaware is the default because fund counsel knows its LLC Act, the Court of Chancery resolves disputes without a jury, and every counterparty's lawyer has seen a Delaware operating agreement before. If you have a specific reason to form elsewhere, confirm that your counsel and your investors' counsel are comfortable with the state's LLC statute.

The annual cost of maintaining a Delaware LLC is the $400 franchise tax due June 1 each year (raised from $300 under HB 400, effective the 2026 tax year) plus the registered agent fee.

Step 3: Get the EIN

Apply online at the IRS EIN application page. The system issues the number immediately. It is available Monday through Friday, 6:00 a.m. to 1:00 a.m. Eastern, and Saturday 6:00 a.m. to 9:00 p.m. There is no fee. You need the responsible party's Social Security number or ITIN, and you can apply for only one EIN per responsible party per day. Complete the application in one session; it expires after 15 minutes of inactivity.

The EIN is required to open a bank account, to file the partnership tax return (Form 1065), and to issue K-1s to investors.

Step 4: Open the bank account and draft the documents

Open a business bank account in the LLC's name with its EIN. This takes one to five business days depending on the bank. The wire instructions go into the subscription documents, so the account must be open before you send them.

Draft three documents (or have counsel draft them):

• The LLC agreement. This is the SPV's LPA: it names the manager, the deal, the economics (carried interest, management fee if any, organisational expense cap), the investor rights and the reporting obligations.
• The subscription agreement. The investor signs this to commit capital, make representations (accredited investor status, investment intent) and agree to the terms of the LLC agreement.
• The KYC/AML questionnaire. Collects the information you need for know-your-customer and anti-money-laundering checks: identity, source of funds, beneficial ownership, tax status (W-9 or W-8BEN for non-US investors).

Step 5: Send subscriptions and run KYC

Send the subscription package to each investor. Set a closing date. As subscriptions come back, verify accredited investor status (self-certification under 506(b); reasonable steps to verify under 506(c)), run the KYC/AML checks, and countersign.

The first sale occurs when an investor becomes irrevocably committed, which is typically when you countersign the subscription agreement. Track this date: Form D is due within 15 calendar days of it.

Step 6: File Form D and blue sky notices

Form D. File on EDGAR within 15 calendar days of the first sale. There is no SEC filing fee. You need EDGAR access (a CIK number and Login.gov credentials); request these before the close, because Form ID processing can take several business days. Each SPV is a separate issuer and needs its own Form D.

Blue sky notices. File a notice in every state where an investor resides. Most states set a 15-day deadline from the first sale in that state. Fees range from $50 to about $500 per state. The Electronic Filing Depository (EFD) at NASAA handles filings for most states in one submission. For a deal with investors in 20 states, budget $4,000 to $8,000 in state fees.

What goes wrong

• EDGAR access requested too late. The Form ID takes several business days to process. If you apply after the close, you may miss the 15-day window. Request EDGAR access when you file the Certificate of Formation.
• Bank account not open before subscriptions go out. Investors need wire instructions in the subscription package. A missing bank account delays the close.
• Investor count exceeds the exemption. Each beneficial owner counts, not each subscription. A trust with three beneficiaries may count as three. Confirm the count with counsel before accepting the last subscription.
• Blue sky filings forgotten. A missed state filing does not void the federal exemption, but the state may impose a fine or disallow the state-law exemption. Track each investor's state as subscriptions arrive, not at year end.
• Franchise tax not paid. Delaware voids an LLC's good standing if the $400 annual tax is not paid by June 1. A voided LLC cannot sign contracts or file tax returns until reinstated.