cap-table.structure

Shareholder Consolidation Vehicle

Compress your angel investors into a single line on your cap. table.

Multiple angel investors wiring directly into your operating company creates governance overhead, triggers regulatory thresholds, and complicates Series A due diligence. A Shareholder Consolidation Vehicle consolidates them into a single shareholder on your cap table, with all the legal infrastructure to keep it clean.

Enquire about an Angel SPV Read the explainer
governance.issues

A fragmented cap table is a liability

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.

Governance drag

Every board resolution, rights offering, and share transfer requires notification to, and often sign-off from, each individual angel shareholder.

50-shareholder cap

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.

Institutional due diligence friction

Series A lead investors scrutinise cap tables. A long roster of small individual holdings raises structural questions and can slow, or condition, deal execution.

spv.process

How the structure works

  1. Establish the SPV structure

    The SPV is set up as a purpose-built holding vehicle. Its constitution is scoped specifically to its role as a consolidation vehicle for a named portfolio company.

  2. Angels subscribe into the SPV

    Each investor wires funds and receives shares in the SPV, not in your operating company. The SPV's constitutional documentation governs voting, transfers, and drag-along rights.

  3. SPV invests in OpCo

    The SPV subscribes for shares in your operating company in a single transaction. One new line on your cap table. One shareholder to manage.

  4. Ongoing administration

    The SPV meets its ACRA annual filing obligations. Internal angel ownership is managed entirely within the SPV, invisible to the operating company's register.

scope.of.work

What we handle

We provide end-to-end support across scope of services and roles & duties for your Shareholder Consolidation Vehicle structure.

Scope of services

  • Accounting: Maintain shareholder-level accounting records, including beneficial interest statements, cost base tracking, and distribution statements upon exit.
  • Compliance: Across KYC-CDD, AML-CTF, AEOI (FATCA & CRS)-related matters.
  • Transaction Management: Liaise with the underlying portfolio company to coordinate closing, register the nominee as a single-line shareholder, and process corporate actions, rights issues, and follow-on rounds on behalf of underlying shareholders.
  • Transfer Agency: Maintain ledger-level information and administer transfers, top-ups, secondary changes, and other updates affecting the underlying shareholder position.

Roles & duties

  • Governance: Collect voting instructions from each underlying shareholder ahead of AGMs, EGMs, or written resolutions, and exercise the underlying shareholders' vote strictly in accordance with each shareholder's individual directions on a one-to-one basis.
questions

Frequently asked questions

This structure works for both new funding rounds and consolidation of existing small shareholders. It combines angels, strategic investors, advisers, and friends-and-family participants into one shareholder line. This keeps the cap table cleaner and reduces administrative burden.

Both individuals and legal entities may invest if they pass KYC checks. Accreditation and securities offering rules may apply based on the company jurisdiction and the investor's location. These obligations generally apply whether the investment is direct or through the SPV.

The Shareholder Consolidation Vehicle is typically structured for one company and one financing round. This design keeps ownership records straightforward and operational workflows simple. It also helps maintain clear governance for all participating investors.

Transfers are generally possible if the incoming holder passes KYC requirements. They may be restricted where constitutional documents prohibit indirect transfers of beneficial ownership. Administrative or legal fees may apply depending on the case.

There is no fixed minimum or maximum number of angels by default. The final participation count must still comply with applicable laws and offering rules. You should seek independent legal advice for your specific structure.

Maintenance fees are priced transparently based on your specific use case. Cost drivers include investor count, governance complexity, and reporting requirements. Contact us for a tailored quote.

You rely on an established administrator's infrastructure instead of building and running it internally. This reduces recurring operational workload for the founding team. It enables a broader shareholder base without overwhelming company administration.

Ready to consolidate your angel round?

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 Team

We typically turn around an Angel SPV within 5–7 business days of receiving instructions.