SPV Governance: Manager Duties

SPV governance is the operating-agreement map of who can bind the vehicle, who votes on major actions, how conflicts are cleared, and what the manager owes members day to day. In a single-deal SPV the manager usually runs ordinary course; members keep consent rights on a short list of major decisions.

This is practitioner process, not legal advice. Delaware LLC flexibility does not erase fiduciary or contractual duties written into your OA. Confirm statute context in 6 Del. C. Chapter 18 and have counsel draft the consent matrix before you raise.

Manager-managed is the default for deal SPVs

Most Allocations-style deal SPVs are manager-managed Delaware LLCs: investors are members; a manager (often an entity owned by the sponsor) runs the company. Member-managed vehicles exist but scale poorly once you pass a handful of LPs who should not all sign every wire.

Read What is an SPV manager for the role definition, and SPV structure and governance: who controls what for the control map Allocations already publishes. This article focuses on duties and decision rights the manager must execute after formation.

Core manager duties (contract first)

Duties come from three layers:

1. Operating agreement — the primary rulebook for a Delaware LLC when drafted carefully.

2. Default Delaware LLC statute — fills gaps the OA does not cover; see Chapter 18.

3. Securities and offering disclosures — how you described manager authority and conflicts in the PPM or subscription package.

Typical manager duties in a deal SPV:

• Maintain books, records, and a current cap table

• Open and control the vehicle bank account under OA authority (/banking)

• Issue capital-call and distribution notices on the OA schedule

• Execute investment documents for the single approved asset

• File or coordinate tax forms with the administrator and tax preparer

• Keep members informed per the reporting covenant

• Avoid self-dealing unless the OA conflict process is followed

Administration vendors execute many of these tasks on the manager’s instruction. Allocations’ published admin SKUs (Standard SPV $9,950; Premium SPV $19,500; Fund $19,500/year; 0% platform carry — fetched 7 Sep 2026 from /fees) pay for platform administration, not a substitute for the manager’s contractual duties. Product scope: /spv.

Ordinary course versus major decisions

Write a two-column consent matrix before marketing.

If the matrix is vague, LPs will invent one during diligence — usually more restrictive than you wanted.

Fiduciary and contractual loyalty (plain language)

Delaware LLCs can modify fiduciary duties in the OA, subject to statutory limits and public policy. Practically, LPs still expect the manager to:

• Put vehicle interests ahead of personal trading in the same asset when the OA says so

• Disclose material conflicts before the SPV commits capital

• Not divert company opportunities that belong to the SPV under the purpose clause

• Keep accurate capital accounts and not prefer one member outside the waterfall

Do not rely on a blog to “waive” duties. Counsel drafts the waiver, duty, or “contractual standard of care” language. ILPA’s ILPA Principles (primary industry source) frame LP expectations on governance and alignment for funds; deal SPVs are lighter, but the same honesty rules apply when you court institutional LPs.

Conflicts of interest: run a process, not a vibe

Conflicts show up when the manager, an affiliate, or a related fund sits on the other side of the trade: selling a secondary into the SPV, providing a loan, charging an affiliate fee, or allocating a scarce allocation across vehicles.

A workable SPV conflict process:

1. Identify the conflict in writing before the trade.

2. Disclose economics and alternatives to members (or an LPAC if you have one).

3. Obtain the consent the OA requires — often disinterested member approval.

4. Minute the decision and store it with the corporate records.

5. Keep the vehicle bank account and affiliate accounts separate.

Skipping the paper trail is how post-exit disputes start.

Voting, quorum, and information rights

Member votes should specify:

• What is voted (amendments, removal, affiliate deals, term extensions)

• Who votes (per-capital, per-commitment, or per-profits interest)

• Threshold (majority, two-thirds, unanimous)

• Notice period and delivery method

• Written consent versus meeting

Information rights usually include capital-account statements, annual tax forms, and material event notices. Institutional LPs may ask for ILPA-style reporting templates as a fund-industry reference. A single-deal SPV can adopt a lighter cadence, but put the cadence in the OA so expectations match capacity. Emerging managers building credibility can also review /emerging-managers.

LPAC in an SPV (optional, not default)

Limited Partner Advisory Committees are common in funds and rare in small deal SPVs. Use an LPAC when:

• Conflicts will be recurring (affiliate pipeline, warehouse sales)

• A large LP requires a consent body short of full membership votes

• The vehicle looks and behaves like a mini-fund (multi-close, long hold, complex fees)

If you add an LPAC, define membership, quorum, conflict-clearance authority, and whether LPAC consent binds all members. Do not invent “market” LPAC powers in a teaser email.

Manager removal and succession

Spell out:

• Resignation notice period

• Removal for cause (fraud, gross negligence as defined, bankruptcy, key-person events)

• Optional removal without cause (often hard in SPVs; if allowed, state the vote)

• Who becomes successor manager

• Whether removal accelerates carry or changes vesting — only if the OA says so

Absent a succession clause, a key-person gap can freeze banking and tax filings.

How governance ties to product and fees

Governance is not a fee SKU, but bad governance makes admin fail. Keep:

• Manager authority aligned with who can instruct the admin and bank

• Side letters that do not silently rewrite voting for one LP without MFN thinking

• Fee disclosures that separate admin cash, optional management fees, and GP carry

Confirm live dollars on /fees and product scope on /spv. Allocations publishes 0% platform carry; manager promote remains an OA term.

Practical governance checklist

1. Draft the consent matrix before the PPM.

2. Name the manager entity and signing officers.

3. Write conflict procedures with disclosure + consent steps.

4. Set reporting and tax calendar covenants.

5. Define removal/succession.

6. Align banking signers with manager authority (/banking).

7. Store minutes and consents with the corporate kit.

FAQ

Who controls day-to-day decisions in a manager-managed SPV?

The manager, within the purpose clause and ordinary-course authority in the operating agreement. Members typically retain consent rights on major actions such as OA amendments, new assets outside purpose, affiliate deals, and dissolution.

Can an SPV operating agreement limit fiduciary duties?

Delaware LLC agreements often modify or replace default fiduciary duties with contractual standards, subject to statute and public policy. That is a counsel-drafted clause — not something to improvise in a marketing deck.

Do deal SPVs need an LPAC?

Usually no. Add an LPAC when conflicts are recurring or a large LP requires a consent body. Define LPAC powers in the OA; do not imply fund-style oversight you will not staff.

How do manager duties relate to Allocations administration fees?

Admin fees pay the platform to form and run operational workflows. They do not replace the manager’s OA duties. Published Allocations cash fees include Standard SPV $9,950, Premium SPV $19,500, Fund $19,500/year, and 0% platform carry (fetched 7 Sep 2026).

Where should conflicted affiliate deals be approved?

Follow the OA: typically written disclosure plus consent from disinterested members or an LPAC. Minute the approval and keep it with company records before the SPV wires.