Legal & Structuring
Legal information about Roundtable SPVs
With whom can I share my deal opportunity?
Guidelines as to whom you can share your deal with, depending on your investors' geographies. The investment sector is highly regulated, and many of t...
How Does VAT Apply to SPVs in France/Luxembourg?
VAT in the context of SPV SPV's management fees (whether charged by Roundtable or the Deal Lead) are typically subject to VAT in France or Luxembourg....
The SPV's fees are paid by investors pro rata for 7 years. What happens after those 7 years if the SPV is still up and running?
In accordance with our terms of service, we will charge additional fees for the management of the SPV after this period of time.
Can an SPV invest in a BSA/SAFE?
BSA-AIR/SAFE Yes, we can work with BSA-AIR, SAFE, convertible notes, and other equivalent instruments. We can accommodate for all types of instruments...
What are preferential shares and why does Roundtable use them in certain deals?
Preferential shares in a nutshell Each SPV is divided into shares to which the investors subscribe to become shareholders. In deals with a deal lead (...
Can Roundtable help founders find investors ?
No. Roundtable is not a crowdfunding platform and does not look for investors, even indirectly, on your behalf.
What operations inside the SPV have to be approved by the target ?
Target involvement in the SPV The only time the target has a say in the SPV is regarding the transfer of shares of the SPV, to ensure that a competito...
What are the main differences between a SAS and a SC in France ?
SC vs SAS SC and SAS differ on three main points: Taxation : for French fiscal residents, the SC is fiscally transparent (fiscal residents outside of ...
Can I close my SPV if I only have the Term Sheet ready ?
Roundtable will only sign documents that have been collectively approved by the investors. Roundtable attaches the documentation to be signed by the S...
Can I invest in a target company in the US?
Investing in US companies Yes, we can invest in US entities. However, when doing deals in the US, the target will likely request us to certify that th...
How do I exercice my rights as shareholder in an SPV?
SPV shareholder rights As Roundtable is only the administrator of the SPVs, it has no decision-making powers. This means that all decisions (including...
Does Roundtable provide tax advice?
Tax advice No. Roundtable does not provide tax advice. Any information regarding taxes and tax law you may find on the Website or in any communication...
What happens if Roundtable becomes insolvent ?
First of all, Roundtable has a precise and accurate view of the costs required to maintain the SPV’s operations and provisions these amounts on separa...
Is Roundtable regulated?
Regulation With respect to its Fund offering, Roundtable EuVECA Manager Lux is registered with the Commission de Surveillance du Secteur Financier (CS...
Can non-accredited or non-professional investors invest via a Roundtable SPV?
Non-professional investors Non-accredited and/or non-professional investors can invest via a Roundtable SPV. Please note, however, that investing in p...
What is an SPV?
Understand what an SPV means SPV stands for Special Purpose Vehicle. In our case, this is a company with the sole purpose to co-invest funds in a spec...
Is my investment in the SPV eligible to the Madelin tax break?
IR Madelin As far as the French Madelin tax break is concerned, an investment in a company through an SPV is unfortunately not eligible, as the SPV ...
What are the powers of Roundtable in its capacity of manager of the SPV?
SPV Manager obligations In all SPVs that we create and operate, Roundtable will act as the manager of the SPV. Roundtable's powers are limited to pure...
Investing through a French Civil Company: how is my liability exposed?
French Civil Company If the SPV used for your investment is a French Civil Company ( Société civile, " SC " ), you might have heard that you're person...
What is a convertible note?
Convertible note A convertible note is a form of (short-term) debt that will convert into equity if and when certain events occur, typically at the ne...
What is a SAFE?
SAFE A SAFE is an acronym for Simple Agreement for Future Equity. The SAFE is a type of contract imagined and created by Y Combinator in 2013 as an al...
What is a BSA-AIR?
BSA-AIR Although not exactly similar, the BSA-AIR ( Bon de Souscription d’Action — Accord d’Investissement Rapide ) replicates in France the US SAFE ...
What types of SPVs does Roundtable create?
SPV types As of today, Roundtable structures three kinds of SPV: Luxembourg special limited partnership (”SCSp”). French société civile (”SC”) Frenc...
Is this a public offering?
Does sharing a deal with your network constitute a Public Offering? No! Sharing a deal opportunity with your close network (within a limit of 149 pers...