Governance drag
Every board resolution, rights offering, and share transfer requires notification to - and often sign-off from - each individual angel shareholder.
Compress your angel round into a single cap table line - before your next institutional raise.
Multiple angel investors wiring directly into your operating company creates governance overhead, triggers regulatory thresholds, and complicates Series A due diligence. An Angel SPV consolidates them into a single shareholder on your cap table, with all the legal infrastructure to keep it clean.
Every angel investor on your operating company's cap table is a shareholder. That means governance obligations, 50-person limits, and a cap table that institutional investors will question.
Every board resolution, rights offering, and share transfer requires notification to - and often sign-off from - each individual angel shareholder.
Singapore's Companies Act §4 limits private companies to 50 shareholders. An unchecked angel round can push you into public company territory before you intend it.
Series A lead investors scrutinise cap tables. A long roster of small individual holdings raises structural questions and can slow - or condition - deal execution.
A new Singapore Pte Ltd is formed as a purpose-built holding vehicle. Its constitution is scoped specifically to its role as a consolidation vehicle for a named portfolio company.
Each investor wires funds and receives shares in the SPV - not in your operating company. The SPV's shareholders' agreement governs voting, transfers, and drag-along rights.
The SPV subscribes for shares in your operating company in a single transaction. One new line on your cap table. One shareholder to manage.
The SPV meets its ACRA annual filing obligations. Internal angel ownership is managed entirely within the SPV - invisible to the operating company's register.
We manage the full setup and ongoing compliance - so the SPV is properly constituted from day one and stays clean.
In its standard form, no. The SPV's constitution is scoped to a single portfolio company. Holding shares across multiple portfolio companies without an MAS capital markets licence is a separate - and significantly more complex - regulatory matter.
The institutional lead will review the SPV's governance documents as part of due diligence. We draft the SPV shareholders' agreement with Series A compatibility in mind, including enforceable drag-along provisions that apply to all underlying angels.
Yes, subject to transfer restrictions in the SPV shareholders' agreement. Transfers happen entirely within the SPV and do not require the operating company's consent or trigger any ACRA filing at the operating company level.
No minimum. The SPV itself is a Pte Ltd and can accommodate up to 50 individual shareholders under the Companies Act before public company registration is triggered. If your angel pool exceeds 50, contact us - there are structures that can handle this.
Ongoing costs are those of a dormant Pte Ltd: corporate secretarial fees and the annual return filing. We bundle this into our corporate secretarial service.
Set the SPV up before angels wire directly into your operating company. Once individual investors are on your cap table, unwinding them requires their consent - and adds cost and delay. The right time is now.
Speak to Our TeamWe typically turn around an Angel SPV within 5–7 business days of receiving instructions.