Vircon Legal structures and operates Special Purpose Vehicles (SPVs) for venture investments, secondary transactions, asset isolation, and cross-border financing. We work across Turkish, U.S. (Delaware, Wyoming), Cayman, BVI, ADGM, and Luxembourg jurisdictions, selecting the appropriate vehicle for each transaction’s tax, regulatory, and investor-rights requirements.
Our SPV practice serves three core client groups: emerging-stage VCs running deal-by-deal investment vehicles, family offices isolating co-investment exposures, and founders establishing carve-outs or holding structures during fundraising or pre-exit reorganization. We handle every stage from formation to ongoing administrative support, working with our trusted local agents and trustees in each jurisdiction.
Beyond formation, we advise on the governance documents that determine SPV behavior in practice — investor consent thresholds, distribution waterfalls, manager removal mechanics, capital call protocols, and exit triggers — drafting these to anticipate the disputes that most commonly arise in venture SPVs.
Our Special Purpose Vehicles practice includes, but is not limited to, the following:
- SPV jurisdiction selection and structuring (Cayman SPC, BVI BC, Delaware LLC, ADGM SPV, Luxembourg SARL, Turkish A.Ş./LLC)
- Subscription documents and capital call mechanics
- Operating and LLC agreements and articles of association
- Side letter and most-favored-nation arrangements
- Tax structuring and double-tax-treaty analysis
- Cross-border holding structures for IP, equity, and revenue
- Risk isolation for funds and family offices
- SPV administration and registered-agent coordination
- Investor onboarding, AML, and KYC
- Wind-down, liquidation, and exit mechanics
How we help
We establish and manage special purpose vehicles (SPVs) that isolate risk and ring-fence assets for funds, syndicates and capital structures across jurisdictions. We handle the structure, the documentation and the relationships between the assets.
- SPV formation in Turkish and offshore jurisdictions
- Syndicate and co-investment vehicles for angel and VC deals
- Risk isolation and asset ring-fencing structures
- Inter-company agreements and governance between vehicles
- Investor documentation and ongoing administration
Related practice areas
This connects with our Investment Management, Fund Formation and Crowdfunding practices.
Other Practice Areas
Frequently Asked Questions
What is an SPV used for in venture investing?
A special purpose vehicle pools multiple investors into a single entity that makes one investment, so the target company sees one line on the cap table. SPVs are also used to carry deal-by-deal economics for syndicate leads and to ring-fence risk from the sponsor’s other activities.
Where should we establish an SPV — Türkiye, Delaware, or elsewhere?
It depends on where investors and the target sit. Delaware LLCs dominate US-led syndicates; Dutch or UK holdings appear in cross-border structures for treaty access; a Turkish A.Ş. or limited company works when the deal and investors are domestic. Tax treaties, withholding on exit, and reporting burden drive the choice.
Do Turkish investors in a foreign SPV have extra obligations?
Potentially yes: controlled-foreign-company rules can attribute the SPV’s passive income to Turkish shareholders, foreign participations must be reflected in tax returns, and distributions are taxed in Türkiye with credit mechanics. The structure should be modelled before signing, not after.