In most cases, the SPV set up with Roundtable can accept US investors.
Limits
While Roundtable may onboard US investors (provided that no marketing action have been undertaken in the US), there are certain limits:
each US investor’s holding in the SPV remains below 25%; and
the US investor does not require specific reporting from Roundtable.
However, all investors (including US investors) are encouraged to seek their own tax advice before making any investment.
PFIC
In certain circumstances, investing in a non-US SPV may represent a significant tax or administrative burden. Indeed, such SPV could qualify as a Passive Foreign Investment Company (”PFIC”) under US tax law. US investors who are shareholders of a PFIC are generally required to file US Form 8621 for each tax year. This is the sole responsibility of the investor.
In addition, US law provides for deterrent tax treatments when investments are made through a PFIC, which can potentially diminish your return. Certain elections (e.g. Qualifying Electing Fund) can be made by the investor, but Roundtable is not able to assist with this.
Luckily, we understand that our Luxembourg SPV and some of our French SPVs (société civile) are likely to be treated as partnerships in the US (although no check--the-box election will be made), and the PFIC issue should thus not materialize.
As always, you should consult your tax advisor prior to making an investment in a non-US SPV.
For more information, you may consult the following resources: