SPV Cap Table and Ownership Ledger

An SPV cap table and ownership ledger is the system of record for who owns what percentage (or units) of the vehicle, at what committed and contributed amounts, under which OA class - and how that maps to the single asset the SPV holds. It is not the startup's Carta/Pulley cap table. Confuse the two and you will reconcile the wrong book on distribution day.

General information only - not accounting, tax, or investment advice. Product surface: SPV. Admin scope: What SPV administration includes.

Two ledgers, one deal

The company should show one line: the SPV. The SPV ledger shows many lines: each LP (and the GP's interest, if any). Founder-facing hygiene when rolling angels into one line: How founders can clean up a messy cap table with an SPV. RUV vs SPV (different jobs): RUV vs SPV.

What the SPV ownership ledger must contain

At minimum, for each member:

1. Legal name matching subscription and tax form.

2. Commitment and contributed capital (they diverge when calls are tranched).

3. Ownership % or units per OA (and class if you have classes).

4. Close / admission date.

5. Side-letter flags that affect economics or transfer.

6. Contact + tax form type (W-9 vs W-8) for K-1 season.

7. Status (admitted, pending, transferred, withdrawn - only as OA allows).

Capital account education: Capital account in a private fund. Accounting vs admin split: Fund accounting vs fund administration.

Build sequence (from invite to freeze)

1. Soft circle spreadsheet - not yet the ledger; labels only.

2. Signed subscriptions - amounts become commitments when accepted (onboarding checklist twin; formation path: How to set up an SPV).

3. Cleared wires - contributions update; name-match against the bank file (/banking).

4. Close freeze - lock percentages for that close; version the file.

5. Asset confirmation - SPV appears on the issuer ledger; store share count / SAFE amount / note principal on an asset register row tied to the same close.

6. Ongoing entries - only per OA: transfers, additional closes (if allowed), expenses, distributions.

Multi-close vehicles need a close ID on every row so you never blend Close 1 and Close 2 percentages accidentally. Premium multi-close capacity is a SKU fact on /fees - not a reason to keep three competing spreadsheets.

Ownership % vs capital account vs waterfall

These are related and not identical:

• Ownership % / units - who is on the ledger for voting/transfer and often for residual share.

• Capital account - running book of contributions, allocations of profit/loss, and distributions.

• Waterfall - contractual order for distributing proceeds (return of capital, preferred, catch-up, carry).

Distribution mechanics education (not forecasts): How returns flow through an SPV. Platform residual vs GP promote: Platform carry vs GP carry. When cash leaves, the ledger and the notice must tell the same story.

Transfers and secondary messes

OA transfer restrictions control whether an LP can move units. If a transfer is allowed:

1. Update the ownership ledger (old member -> new member) with effective date.

2. Refresh KYC/tax on the transferee (KYC/AML).

3. Do not edit the company's cap table unless the SPV itself transferred the underlying asset (usually it did not).

Secondary assets inside the SPV (the SPV bought shares from a seller) live on the asset register, not as extra LP rows. Product education: AllocationsX secondaries vs primary SPV. Stacked SPVs: How do you structure an SPV into another SPV.

Tax and reporting hooks

The ownership ledger feeds:

• Schedule K-1 partner lists and profit-sharing percentages (SPV K-1s and taxes; Form 1065).

• FATCA/CRS where applicable (FATCA and CRS for SPVs).

• Distribution notices and year-end capital account statements.

If the ledger name tax-form name, expect bounced K-1s. Fix names at onboarding, not in March.

Controls that prevent 'spreadsheet drift'

• One system of record - administrator platform or controlled workbook with permissions; not five email attachments.

• Version after every close - date-stamp; never overwrite without archive.

• Dual review on percentage changes - GP ops + admin.

• Reconcile three totals monthly (or at each event): commitments, contributions, ownership % (should sum to 100% of member interests per OA).

• Tie to bank - contributed capital equals cleared inbound wires minus documented returns of excess.

Roles: Custodian vs administrator vs bank. Wind-down still needs a final ledger: How to dissolve an SPV after the exit.

Fees context (capacity drives ledger size)

Investor count is both an onboarding and a ledger constraint. Allocations publishes (fetched 8 Sep 2026 from /fees):

• Standard SPV $9,950 - up to 35 investors included; one close; 0% platform carry.

• Premium SPV $19,500 - up to 50 investors; multi-close support; 0% platform carry.

• Fund $19,500/year - larger investor allowance and many assets when you outgrow deal ledgers.

• Extra investors +$100 each. Additional fees may apply.

Fee explainers: SPV fees explained; How SPV pricing works on Allocations. Club vs syndicate scale: Club deal vs syndicate SPV.

Practical checklist

1. Separate company cap table from SPV ownership ledger in every memo.

2. Freeze the ledger at each close; archive the version.

3. Keep an asset register row for what the SPV holds (share count, cost, date).

4. Reconcile commitments, contributions, and % before any distribution.

5. Feed tax ops from the same ledger - do not retype names.

6. If asset or investor count outgrows a deal SPV, evaluate /fund.

What this page is not

• Not investment advice or performance reporting methodology for marketing decks.

• Not a substitute for your OA's capital-account definitions.

• Not tax advice on special allocations.

• Not a how-to for editing the startup's equity plan.

FAQ

Is the SPV cap table the same as the startup's cap table?

No. The startup should show the SPV as one holder. The SPV ownership ledger shows each LP's interest in that vehicle.

What fields belong on an SPV ownership ledger?

Legal name, commitment, contributed capital, ownership % or units, admission date, side-letter flags, tax-form type, and status - tied to OA classes if any.

How do capital accounts relate to ownership percentage?

Ownership % / units identify the member interest; capital accounts track contributions, allocations, and distributions over time. The OA defines both; they can move differently after expenses and distributions.

When should we freeze the ledger?

At each accepted close, after cleared funds reconcile to the close sheet - and again before any distribution or transfer batch.

Do Allocations fees change how the ledger works?

Fees set investor/close capacity on the published SKU (Standard $9,950, Premium $19,500, Fund $19,500/year, 0% platform carry - fetched 8 Sep 2026 on /fees). The ledger mechanics still follow the OA; capacity just bounds how many rows you can admit under that SKU.