SeedBlink Blog

We recently hosted a webinar on Investment vehicles and how you can use SPVs, also known as Special Purpose Vehicles or Nominee structures in raising capital and how to keep your startup’s equity structure clean and attractive for future investors.

We were joined by Paul G. Putz, MBA, Managing Partner at Danube Angels in Vienna for an hour long conversation with Ronald Rapberger, Regional Manager for DACH at SeedBlink.

During the session, our experts explored:

• How angel investors not only provide funding but also add by offering valuable advice for founders, mentorship, and connections.
• The role of innovative investment vehicles, like nominee structures and SPVs, in fundraising and maintaining a clean cap table.
• Real-life examples and lessons learned on balancing risk, simplifying complex legal processes, and preparing startups for future rounds.

How to use investment vehicles in fundraising rounds?

Investment vehicles like Special Purpose Vehicles (SPVs) and Nominee structures can make a difference when raising capital from multiple angel investors. Instead of juggling 10 or 20 separate entries on your cap table, these vehicles let you bring all your investors into one entity, helping close funding rounds faster, keep equity structures neat, and signal professionalism to future VCs.

Beyond simplification, these investment vehicles bring significant governance benefits. Grouping investors under a single nominee or trustee enables more efficient decision-making and communication, as it eliminates the delays and complications of coordinating responses from numerous individual investors. This consolidated setup ensures that all investors have a voice, albeit indirectly, while freeing founders from the burdens of repetitive legal and notary procedures, thus speeding up key strategic decisions like follow-on funding rounds and exits.

In the long run, the advantages of employing SPVs or Nominee structures extend to founders and investors. Founders benefit from a leaner, more attractive cap table that appeals to institutional investors, while angel investors gain access to diversified deals with lower minimum investment requirements.

This win-win scenario not only fosters smoother negotiations and quicker execution during critical moments, such as exit events but also builds a sustainable ecosystem where smaller investments are aggregated to create significant growth opportunities.

Ronald: “Startups are inherently continuously fundraising, and it’s important to understand a couple of basic mechanics and strategies when it comes to fundraising. One of the most important aspects is that most startups expect to secure venture financing over the long run, making it crucial to keep the cap table clean. Venture funds simply don’t want to see 30, 40, or even 50 names cluttering it.”

The role of lead investors in your fundraising round

The lead investor is often the first to commit capital, setting the tone for the entire syndicate and providing the initial vote of confidence for founders and other investors. The early commitment signals trust in the startup and helps attract additional investors by establishing clear terms and expectations from the outset.

At the same time, the lead investor guides the group through negotiations, coordinates responses during critical funding rounds, and streamlines decision-making. However, this role is not without its challenges. As the primary point of contact, the lead investor often bears the brunt of any setbacks, if things go sour, the finger-pointing can quickly start, highlighting the delicate balance between leadership and risk.

Cutting through the red tape - bureaucracy

In regions with more rigid legal systems, such as parts of Europe, these structures help overcome administrative challenges by centralizing investor representation. In contrast, markets with faster digital processes, like the Baltic countries or the US, benefit from rapid company formation and agile capital flows.

Paul: “Some regions still operate under inflexible legacy laws for limited companies, which can make it expensive and time-consuming for investors to gain direct access. [...] That’s why there are many cases where people opt for a nominee structure.”

By consolidating numerous small investors into a single legal entity, these structures simplify the entire process, allowing startups to focus on growth rather than getting bogged down by bureaucratic processes.

One of the key advantages of these structures is that they simplify legal compliance and reporting. With a nominee or trustee serving as the legal shareholder on behalf of all individual investors, the need for each investor to engage in lengthy notary procedures is eliminated. It not only reduces administrative complexities but also ensures that compliance and reporting are handled in a consistent, transparent manner, which is particularly beneficial in countries with legacy legal systems.

When you use investment vehicles, you can address these legal and administrative challenges and create a smoother, more attractive environment for both early-stage funding and your company's growth.

Paul: “In our case, a dedicated nominee company based in Austria accepts investor subscriptions, pools the funds, and then participates in the subscription of a convertible loan or straight equity, acting as the legal shareholder and handling corporate governance, while the individual investor remains the beneficial owner.”

Taxation and fiscal aspects of investment vehicles

Investment vehicles like SPVs and Nominee structures are carefully designed to be tax-transparent. Transparency fosters an environment where tax matters do not negatively affect the investment process, making it easier for founders to manage exits and for investors to understand their financial obligations. More clarity contributes to a more attractive and efficient funding ecosystem that supports sustainable growth.

This means that while these vehicles are legal holders of shares, all tax obligations remain with the beneficial owners rather than the nominee. A tax-transparent setup ensures that investors are directly responsible for their tax filings and capital gains.

The nominee does not carry any tax implication, which reduces administrative complications and offers clarity. Investors can also benefit from a streamlined process where they receive 100% of their returns, with the understanding that any applicable taxes are their responsibility.

Ronald: “We have experienced this firsthand at SeedBlink. In the early days, we executed numerous individual SPVs for investments, a process that was both tedious and costly.

About two years ago, we switched to a nominee/trustee structure because it is the market standard in Western Europe and offers significant advantages. These structures are set up in a fiscally transparent manner, meaning that in the event of an exit, all tax obligations remain with the investors and none are imposed on the nominee or trustee.

Moreover, having the nominee on the cap table ensures that all investors speak with one unified voice.”

Explore further

During our webinar, we covered a lot of ground, from how SPVs and nominee structures keep your cap table lean to the role angel investors play in a startup’s journey. When a single nominee or trustee represents the entire group, founders avoid spending additional time chasing individual signatures, and investors still have the chance to share their thoughts when founders make important decisions.

Additionally, using a nominee or trustee can provide an extra layer of ownership structure that benefits you. It prevents the need to gather everyone at a notary’s office for each follow-on funding or exit decision and simplifies reporting and compliance in areas with outdated legal systems.

If you want to see how it all comes together in practice, we invite you to watch the full webinar recording. Our experts discuss the topic in further detail, addressing real-life examples, lessons learned, and best practices for leveraging these structures to raise angel capital and prepare for future venture rounds.

And if you’re looking for a platform that supports founders to fundraise from angel investors while keeping your cap table clean, check out SeedBlink. It helps you accelerate the preparation, execution, and management of fundraising within your network.