Why some unlisted shares are traded through an intermediate layer – and what that means for you as an investor.
In brief
- An SPV is a separate company that owns the shares on behalf of several investors.
- The structure is mainly used for US companies with strict cap table rules.
- Swedish unlisted companies more often allow direct ownership.
- Common fees: management 0.5–2% per year and carry 10–20% of the profit.
- All fees are clearly specified before each investment.
What is an SPV?
An SPV (Special Purpose Vehicle) is a separate legal company created for a single purpose: to own shares in another company. Instead of owning shares directly in, for example, a US startup, you own a stake in an SPV – which in turn owns the shares.
It may sound like an unnecessary intermediate layer, but there are good reasons why it works this way.
Why are US unlisted shares traded via SPVs?
US companies, especially those backed by venture capital, often have strict limits in their articles of association on how many shareholders they may have. Many companies want to keep their cap table clean and simple – fewer owners mean less administration, simpler due diligence processes and smoother future funding rounds.
By gathering many investors in a single SPV, only one holding appears on the company's cap table, whether 5 or 500 people are investing behind the scenes. This makes it possible for you as a private investor to gain access to companies that would otherwise only be available to a few large institutional investors.
Swedish unlisted companies are often more flexible on this point and more often allow direct ownership on the cap table.
Which fees are common?
The SPV structure involves some administration, and that brings fees that do not exist with direct ownership. The most common are:
01
Management fee
Management fee
0.5–2% per year
An annual fee to cover the ongoing administration of the SPV, such as bookkeeping, reporting and legal compliance. Typically 0.5–2% per year of invested capital.
02
Carried interest
Carry
10–20% of the profit
A performance-based fee charged by the SPV operator at an exit. Usually 10–20% of the profit, often with a "hurdle rate" – a minimum level of return that must be reached before carry is paid out.
03
Setup fee
One-off cost
At start-up
A one-off fee for structuring and setting up the SPV. Varies depending on complexity.
04
Administration & legal
Ongoing costs
Ongoing
Ongoing costs for auditing, tax reporting and legal administration.
