Frequently asked questions about Syndicate SPVs - Fund Administration Onboarding

What’s the best way to reach each Carta team during onboarding?

Your Onboarding Manager will share a unique email alias, [ﬁrmname]@carta.com, that you can use to reach us. When you send an email to that address, we’ll make sure your message is routed to the right team.

Why does the Lead Partner need to invest in the SPV?

Due to regulatory considerations, the Lead Partner is required to invest a minimum of $1,000. This also helps Lead Partners show their investors that they have “skin in the game.” For more information, see this support article.

Can I make changes to the governing terms/documents and investment information after they’ve been submitted?

Once investors have been invited to the dashboard, the information is locked, and changes cannot be made. The SPV name cannot be changed once the setup has been completed. If other changes to the governing terms and investment information are needed before inviting investors, please reach out to your dedicated email alias for assistance. For a detailed setup guide, see this support article.

What is KYC and is it a requirement?

KYC stands for “Know-Your-Customer” and is required for Anti-Money Laundering (AML) purposes. This is a required step in the SPV process and needs to be completed by all investors ahead of wiring funds.

An instant KYC check will be performed once an LP signs their subscription documents. You’ll see the LP’s status marked as “KYC required” to indicate that the due diligence checks are in progress. If additional documents are needed, our KYC team will get in touch so you can work with your LP to gather that information.

Why can’t I invest in secondaries using the US syndicate?

For the Syndicate SPV, Carta acts as both the General Partner and Investment Adviser for each SPV. As the Investment Adviser, we operate under the venture capital fund adviser exemption,which limits non-qualifying investments like secondaries. Please see this support article for information about which investment types are permitted.

What do the statuses in Prospective Investors mean?

Prospects: LPs who have not yet been invited to Carta
Invited: LPs who have not yet started ﬁlling out subscription documents
Pending investor signature: LPs who started ﬁlling out documents but haven't signed yet*
KYC required: LPs who are in the process of a KYC check (for funds leveraging Carta’s AML/KYC service)
Countersigned: LPs who have been admitted to your fund

*To see their progress, select the three dots next to the LP’s name and then select "Status details"

What are the requirements to close?

The closing requirements are as following:

Wiring Instructions: We’ll need the wiring instructions for the portfolio company, which can be provided on the dashboard by clicking Deploy Capital on the Setup page.
Verbal Confirmation: Our Treasury team will verify the wiring instructions with the target company ahead of sending the closing wire.
Purchase Agreement: We will need a copy of the stock purchase agreement, SAFE, convertible note, etc. for our signatory to sign on behalf of the SPV. This document will need to confirm the investment amount and include the SPV as the purchaser. We will confirm the appropriate signature block with you before signing the closing documents.

Can I do an additional closing or keep this investment open?

We can facilitate an additional closing with some restrictions. This will need to occur within three months of the initial closing. The investment must be within the same round with the same portfolio company including identical terms to the first closing.

For additional information, see this support article.

Will Carta help with distributions and signing additional shareholder documents?

Because Carta is the General Partner of each SPV, we reserve the right to act on behalf of the SPV. We will handle post-closing activities including transfers of LP interests, portfolio company exit events, SPV distributions, signing additional documents from the portfolio company (subject to review), portfolio company wind-downs and liquidity events, portfolio company corporate actions, and exercising portfolio company voting rights when needed.

Can I take a management fee?

Only investment advisers with a valid registration or active exemption from registration can take a management fee.

Proof of exemption can be provided in the form of a link to an active Form ADV filing or detailed confirmation that you fall under the “Small Advisers Exemption” and are not required to file a Form ADV, including a reference to the specific state exemption you are relying upon.