SPV Closing Checklist for GPs

An SPV closing checklist for GPs is a sequence, not a pile of PDFs: form the Delaware LLC, get an EIN, open the vehicle bank account, lock the document stack, collect subscriptions and KYC, match wires, countersign, fund the deal, then file Form D after the first sale. Skip a step and the next one stalls. File Form D on a guessed date and you have a notice problem.

This is general information, not legal, tax, or investment advice, and not an offer of securities. Counsel owns the exemption, blue-sky notices, and the stock-purchase file. Tax advisors own classification and the K-1 calendar.

SPV closing checklist: the sequence that actually closes

Do not collect LP wires into the GP account while “the LLC is in process.” Do not countersign subscriptions before the entity exists. Do not treat the company’s SPA signing as the start of the Form D clock if investors were already irrevocably committed.

Administration after that — cap table, K-1s, the close book — is what SPV administration includes.

1. Entity

6 Del. C. § 18-201 (fetched 2 Sep 2026): one or more authorized persons execute a certificate of formation and file it with the Delaware Secretary of State. The certificate states the LLC’s name, the registered office and registered agent required by § 18-104, and any other matters the members include. The LLC is formed at filing or at a later date/time specified in the certificate, if there has been substantial compliance. It remains a separate legal entity until cancellation of that certificate.

§ 18-201(d) allows the LLC agreement to exist before, after, or at filing, and to be effective as of filing. Practical GP move: do not send a subscription into an unnamed vehicle. File the certificate, then circulate the OA and subscription with the real legal name.

Name must include “Limited Liability Company,” “L.L.C.,” or “LLC.” Do not invent a Delaware filing-fee number here; Division templates on the web disagree, so confirm with the Division of Corporations when you file.

2. EIN

The IRS EIN page (last reviewed 17 July 2026; fetched 2 Sep 2026) is explicit: if you are creating a legal entity, register it with the state before you apply for the EIN. Partnerships, LLCs, and corporations need an EIN. You can also request one for banking or state tax even if you think you do not need it for federal income tax.

Apply online at IRS.gov (domestic applicants), by fax, or by mail. Online issuance is immediate; fax is described as about four business days; mail about four weeks. One EIN per responsible party per day. Nominees are not authorized to apply. The responsible party is the natural person who ultimately owns, controls, or exercises effective control; the application generally needs that person’s name, TIN, and signature.

A domestic multi-member LLC that accepts partnership classification is a partnership for the EIN application; a single-member disregarded LLC is applied for as a disregarded entity. Use the legal name on the formation document. You may use the EIN immediately for a bank account (IRS EIN, fetched 2 Sep 2026).

Banks will block the account opening without it. Get the EIN before you send wire instructions.

3. Bank

Open a dedicated account in the SPV’s legal name. On Allocations banking, that account is part of onboarding with entity formation, legal templates, investor onboarding, and close — not a separate published SKU. Published vehicle fees on fees (fetched 2 Sep 2026): Standard SPV $9,950 one-time (up to 35 investors, one close, VC, five-year term, +$100 per extra investor); Premium $19,500 (up to 50 investors, extra closes $2,000); Fund $19,500/year. Platform carry is 0%. Additional fees may apply.

Put the account name, ABA/SWIFT, and memo line in the subscription package. Reject wires that land on the GP. You will not reconstruct a clean capital account from a management-company statement.

4. Document stack

Three different jobs, one closing zip: offering disclosure (PPM or deal memo), the subscription agreement (purchase contract), and the operating agreement (governance). That split is PPM vs subscription agreement vs operating agreement. Regulation D does not magically require a PPM when you sell only to accredited investors; antifraud still applies to whatever you do say. If you use 506(b) and take non-accredited purchasers, specified disclosure is required.

Lock economics before the first signature: fees, carry, expenses, purpose (one asset vs follow-on), admission mechanics, and who can sign the SPA. Side letters after two LPs have signed are how you create MFN accidents.

5. Subscriptions, KYC, exemption

Pick 506(b) or 506(c) before outreach, not after the tweet. 506(b): no general solicitation; unlimited accredited; up to 35 sophisticated non-accredited with extra disclosure. 506(c): general solicitation allowed; all purchasers accredited; reasonable steps to verify. Both: restricted securities, bad-actor disqualification, Form D after first sale.

Collect W-9 or W-8, accreditation support that matches the exemption, and identity documents the bank actually accepts. “We know them” is not a file.

6. Wires

Match each incoming wire to a signed subscription. Shortfalls do not get a verbal “they’ll send the rest.” Overages do not sit as unlabeled cash. If the close is one-and-done on Standard, you have one closing event in the product. Premium extra closes are $2,000 each on the published schedule.

7. Countersign and admit

The subscription is an offer until the issuer accepts it. Admission of members after formation follows the LLC agreement (Delaware § 18-301 if the agreement is silent). Countersign, date it, and write the cap table the same day. The Form D “first sale” clock is not “when we feel closed.” The SEC’s Form D pages define first sale as the date the first investor is irrevocably contractually committed to invest. Many SPV subscriptions are drafted so commitment is effective on issuer acceptance. If your form commits the investor earlier, the clock started earlier. Read your own document.

8. Fund the deal

The SPV signs the stock purchase agreement, joinder, or secondary transfer documents. Cash leaves the vehicle account to the company or seller. Keep the funding wire, the fully executed SPA, and the cap-table confirmation from the company in the close book. Followers should not be wiring the startup.

9. Form D after first sale

The SEC’s Form D FAQs (dated 22 Jan 2026; last reviewed 9 July 2026; fetched 2 Sep 2026) require the notice within 15 calendar days after first sale — the date the first investor is irrevocably contractually committed. Weekend or holiday due dates move to the next business day. No SEC fee. File on EDGAR; paper is not accepted. You may file before any sale. Staff states that Rule 503 is not a condition to the 506 exemptions; Rule 507 addresses 503 failures. File on time.

This post does not invent other Form D due dates. State notice due dates are not the federal 15-day clock; see Form D and blue sky. 506(b) and 506(c) preempt state registration, not notice filings or fees (Form D FAQ 8).

Keep the close book: certificate of formation, EIN notice, OA, subscriptions, KYC, wires, SPA, cap table, Form D accession, state receipts. The SPV is closed when money is accepted, the asset is in the SPV’s name, and applicable notices have a calendar — not when the company emails “welcome.” A second close is a process (Premium extra close $2,000 on the published schedule), not an informal extra wire.

When does the Form D 15-day clock start on an SPV?

On first sale: the date the first investor is irrevocably contractually committed to invest, per the SEC’s Form D notice page and Form D FAQs (fetched 2 Sep 2026). That is often issuer countersignature of the subscription, but only if the contract is written that way. It is not automatically the SPA funding date. If day 15 is a weekend or holiday, file the next business day.

Do I need the EIN before I open the SPV bank account?

In practice, yes. The IRS tells you to form the state entity before applying for the EIN, and you may use the EIN immediately for a bank account. Send wire instructions only after the dedicated vehicle account exists.

Is Form D required for both 506(b) and 506(c)?

Yes. Both SEC 506 pages state a Form D notice within 15 days after first sale. Staff FAQs add that a late Form D is not, by itself, a loss of the 506 exemption; Rule 507 addresses 503 failures. File on time.

What Delaware filing creates the SPV?

A Certificate of Formation under 6 Del. C. § 18-201, filed with the Secretary of State, naming the LLC and its Delaware registered agent and office. The LLC exists at filing (or a later specified time) and continues until cancellation.

Does Allocations include banking on this checklist?

A dedicated account per vehicle is part of Allocations onboarding with formation. It is not a separate published banking SKU. Standard SPV $9,950; Premium $19,500; Fund $19,500/year; 0% platform carry. Additional fees may apply; see /fees and /banking.