SPV Annual Compliance Calendar for GPs

Year-one SPV compliance is event-driven: Form D after first sale, then blue-sky notices, a bank, a registered agent, and a tax year. Recurring work is Form 1065/K-1s, Delaware annual tax, agent maintenance, and bank KYC refresh. Use triggers, not a fake universal date.

This is general information, not legal or tax advice. Confirm federal timing with the SEC and IRS pages cited, state notices with each regulator, and Delaware amounts with the Division of Corporations. Your operating agreement and counsel control.

Year one is a close calendar

Most deal SPVs are Delaware LLCs offered under Regulation D Rule 506(b) or 506(c). Formation, EIN, and a dedicated account can happen before any subscription is irrevocable. The securities-law clock does not start on formation day. It starts on first sale.

Form D (federal). Rule 503 requires a notice on Form D no later than 15 calendar days after the first sale of securities in an offering under Rule 504 or 506, rolling to the next business day if that deadline is a Saturday, Sunday, or holiday (17 CFR § 230.503, fetched 2 Sep 2026). The SEC staff’s Form D FAQs (22 Jan 2026; last reviewed 9 Jul 2026) state that the date of first sale is the date the first investor is irrevocably contractually committed to invest, that an issuer may file before any sale, that the SEC charges no Form D fee, and that paper filings are not accepted (SEC Form D FAQs, fetched 2 Sep 2026).

Late Form D is still a Rule 503 problem. Staff states the filing is not itself a condition to the Rule 506 exemption, points to Rule 507, and tells late issuers to file as soon as practicable (FAQ Q5).

Get EDGAR access (Form ID) before you need it.

Walk the federal and state notice mechanics in Form D and blue sky SPV compliance.

Blue sky. Rule 506 offerings are covered securities. States cannot require registration, but they can require notice filings, a consent to service, and fees (SEC Form D FAQ Q8, fetched 2 Sep 2026). NASAA/SEC staff have described the usual state clock as a notice within 15 days of the first sale to an in-state investor, with a confirm-with-each-state instruction (2019 staff statement, fetched 2 Sep 2026). Many states use NASAA’s EFD (fetched 2 Sep 2026). Allocations passes blue-sky fees through at cost. Confirm the live state fee; do not copy another jurisdiction from memory.

Amendments. File a Form D amendment to correct a material mistake, to reflect most changes while the offering is live, and annually on or before the first anniversary of the most recent notice if the offering is still continuing (§ 230.503(a)(3); SEC FAQ Q6). A one-close SPV that has terminated usually has no anniversary amendment.

Bank and KYC. A dedicated account is part of Allocations onboarding, not a separate SKU (banking, fetched 2 Sep 2026). Banks run CIP/KYC at opening and refresh on their own cycle — new signer, beneficial-owner change, expired ID. There is no universal formation-anniversary date. Answer the bank when it asks.

Recurring: tax year, Delaware, agent

Form 1065 and Schedule K-1. A domestic LLC with at least two members that does not file Form 8832 is classified as a partnership for federal tax (2025 Instructions for Form 1065, “Limited Liability Company (LLC)” tip, fetched 2 Sep 2026). Partnerships file Form 1065 to report income and pass items through; the partnership generally does not pay entity-level income tax (About Form 1065, last reviewed 20 Jul 2026; fetched 2 Sep 2026).

When to file: a domestic partnership generally must file Form 1065 by the 15th day of the 3rd month after year-end. For calendar-year partnerships the due date is March 15; if that date is a Saturday, Sunday, or legal holiday, the next qualifying day is timely. The 2025 instructions state that calendar-year partnerships may therefore timely file 2025-year returns by 16 March 2026 (Instructions for Form 1065 (2025), fetched 2 Sep 2026). Furnish each partner a Schedule K-1 (and K-3 if applicable) by that same partnership due date (IRS Publication 509 (2026), fetched 2 Sep 2026).

Extensions exist. File Form 7004 by the regular due date. Pub. 509 (2026) describes Form 7004 as requesting an automatic 6-month extension for Form 1065. That extends filing, not every other obligation. Fiscal-year vehicles use the same 15th-day-of-the-3rd-month math on their own year-end; do not copy a calendar-year extended date onto every SPV.

Late Form 1065 carries a per-partner monthly penalty under the current instructions unless reasonable cause applies. Read live amounts in those instructions; they change.

Operational walk-throughs: Form 1065 for funds, SPVs, and LLCs and SPV K-1s and taxes.

Delaware annual tax and registered agent. After formation you must maintain a Delaware registered agent with a physical office in the state, and pay taxes when due (Division of Corporations FAQs, fetched 2 Sep 2026). The agent accepts service of process.

LLCs, LPs, and GPs are not required to file an annual franchise-tax report. They must pay the yearly tax on or before 1 June. The Division’s LLC/LP/GP tax instructions (fetched 2 Sep 2026) state that tax as $400.00, with a $200 penalty plus 1.5% interest per month on tax and penalty if unpaid. One FAQ bullet on the same site still says $300; use $400 from the dedicated instructions and confirm before you pay. Notices go to the registered agent.

If you also advise a fund, the annual stack is broader (ADV, audits, LP reports): what do I need to do every year as a fund manager. Do not copy that calendar onto a single-deal SPV with no adviser registration.

SPV compliance calendar: triggers, not fake dates

How to run it

For each live SPV put four reminders: Form D at close+15 days (and each LP’s state, not Delaware-because-the-LLC-is-Delaware); Delaware $400 by 1 June; Form 1065/K-1 or Form 7004 on the 15th day of the 3rd month after year-end; Form D anniversary only if you are still offering.

Allocations’ published SPV prices (Standard $9,950; Premium $19,500; extra investors +$100; extra Premium closes $2,000; 0% platform carry; banking included) cover formation and administration, including K-1 support as product description, not a tax opinion (fees, fetched 2 Sep 2026). The GP or counsel still signs Form D.

When is Form D due for an SPV?

No later than 15 calendar days after first sale, next business day if that date is a weekend or holiday. First sale is the date the first investor is irrevocably contractually committed (Rule 503; SEC Form D FAQs, 22 Jan 2026 / 9 Jul 2026). You may file earlier. The SEC charges no fee.

Do I file blue sky in Delaware because the SPV is a Delaware LLC?

Not for that reason. File in the states where you offer or sell, typically each LP’s state. Delaware still gets the $400 LLC tax and a registered agent. Those are entity obligations, not a Form D notice.

When are K-1s due?

The partnership generally must furnish Schedule K-1 by the Form 1065 due date: the 15th day of the 3rd month after year-end (Pub. 509 (2026); 2025 Form 1065 instructions). Form 7004 can extend the time to file. This is not tax advice.

Is there one month when every SPV does everything?

No. Securities filings follow first sale. Tax filings follow the tax year. Delaware tax is 1 June. Bank KYC follows the bank.

What does Allocations file versus what the GP files?

Allocations describes Reg D filings and K-1 support as product features. The issuer still needs a duly authorized Form D signer (Rule 503(b)(2)). That is operations, not a legal opinion.