What is a Special Purpose Vehicle (SPV)?
A Special Purpose Vehicle (SPV) is a legal entity created for one defined purpose — most often to hold a single investment, asset or project — so that its risks, cash flows and investors are ring-fenced from everything else. In venture markets the dominant use is the deal-by-deal SPV: a lead investor pools angels into one entity that makes a single investment into a startup, so the startup’s cap table shows one line instead of thirty.
How a venture SPV works
The syndicate lead forms the vehicle (typically a Delaware LLC in US practice), investors subscribe, the SPV signs the round documents as a single shareholder, and the lead usually takes carried interest on the SPV’s gains. For the founder the benefits are concrete: a clean cap table, one signature block, one KYC package — and one counterparty at exit. The risks sit in the details: who controls the SPV’s vote, what happens if the lead disappears, and whether information rights leak to thirty sub-investors.
The Türkiye angle
Turkish law has no dedicated SPV form, so practice adapts existing wrappers: a Turkish A.Ş./Ltd. holding company, a foreign (often Delaware or Dutch) vehicle above the Turkish company, or — for pooled regulated investing — a GSYF (venture capital investment fund), which functions economically like an SPV with CMB oversight and tax advantages. Cross-border structures should be tested against substance and treaty-shopping rules before relying on treaty benefits.
SPV vs. fund — what is the difference?
A fund makes many investments under a blind-pool mandate; an SPV makes one known investment. That single-asset nature is why SPV investors accept it without fund-level governance.
Do SPV investors appear on the startup’s cap table?
No — only the SPV does. But well-advised founders still ask who is behind the SPV: sanctions, competitor money and future-round conflicts hide there.
Related: cap table, angel investor.
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