Special Purpose Vehicles: Strategic tools for investment efficiency

Special Purpose Vehicles (SPVs) are the workhorses of the financial structuring industry, long served as a mechanism for isolating – “ringfencing” – financial risk and safeguarding parent entities. Today, however, their role has evolved far beyond risk mitigation. SPVs are now central to structuring sophisticated investment strategies, streamlining capital deployment, and navigating increasingly complex regulatory landscapes.

From venture capital and private equity to infrastructure and securitisation, SPVs offer a flexible and efficient platform for deal execution and asset management. Yet, as their strategic importance grows, so too does the complexity of managing them—particularly across multiple jurisdictions.

Regulatory reform and economic substance

Recent European Union tax reforms have reshaped the SPV landscape. Initiatives such as BEPS, ATAD, DAC6, CRS and the Principal Purpose Test (PPT) have placed greater emphasis on transparency and economic substance. The European Commission’s updated tax agenda underscores the need for SPVs to serve legitimate business purposes beyond tax optimisation.

As a result, SPVs must now demonstrate operational relevance, even if they operate without a physical footprint. These lean but economically meaningful entities perform vital investment, financing and governance functions—necessitating more rigorous oversight and strategic alignment.

SPVs as investment enablers

Modern SPVs are instrumental in structuring clean, targeted investments. Common applications include:

• Securitisation: SPVs isolate asset pools—such as receivables or mortgages—enhancing credit ratings and enabling favourable financing terms.

• Venture Capital: Deal-by-deal SPVs allow investors to pool capital without forming full-scale funds, reducing overheads and improving transparency for limited partners.
• AIFs and UCITS: SPVs underpin EU-regulated fund structures, facilitating long-term investment into real assets and infrastructure.
• Holding Companies: Multinationals use SPVs to hold shares, manage acquisitions, and execute reorganisations.
• Project Vehicles: Infrastructure projects rely on SPVs to manage contracts, financing and stakeholder risk allocation.

SPVs in Private Equity: Strategic Applications

SPVs are now central to private equity fund architecture. Their versatility allows general partners (GPs) to structure investments with precision while offering limited partners (LPs) clarity and control. Common applications include:

• Deal-by-Deal SPVs: Used to isolate individual investments, these vehicles allow bespoke ownership and governance structures tailored to each transaction.
• Co-Investment SPVs: Enable LPs to increase exposure to specific assets outside the main fund, often with differentiated terms and rights.
• Parallel Investment Structures: Aggregate capital from multiple sources while maintaining consistent terms across investor groups.
• Risk Isolation: SPVs ring-fence liabilities, protecting the core fund from jurisdictional or asset-specific risks.
• Track Record Building: Emerging managers may use SPVs to demonstrate performance before launching a full-scale fund.

Reporting and Performance Implications

SPVs can affect fund-level reporting depending on whether they are treated as “lookthrough” or “non-lookthrough” entities. This impacts how fees, expenses and unrealised gains are accounted for—making accurate financial reporting and compliance essential.

Missteps in inter-entity eliminations or jurisdictional filings can lead to reputational damage and regulatory exposure. As such, fund managers must ensure robust oversight and alignment with investor expectations.

The challenge of cross-jurisdictional management

Managing SPVs across borders introduces a host of operational and compliance challenges. Firms must contend with:

• Divergent reporting standards and regulatory calendars
• Coordination of board meetings and filings across time zones
• Compliance with CRS, FATCA, DAC6, AEOI and other transparency regimes
• Lifecycle management from incorporation to dissolution
• Mitigation of governance gaps and reputational risk

Without specialist support, even a modest SPV portfolio can become a drain on resources and strategic focus.

How Marbury supports SPV management

At Marbury, we help clients transform SPVs from administrative burdens into strategic assets. Our Fund Services and Regulatory Advisory Services teams provide tailored support across jurisdictions, including:

• Cross-jurisdictional structuring
• Corporate services
• Whole-structure accounting Economic substance advisory and classification
• Compliance calendaring and deadline management
• KYC onboarding and periodic reviews
• Board meeting coordination and governance support
• AML appointments and compliance manuals (where required)
• CRS and FATCA classification, reporting and documentation (where required)

Whether you are structuring a new investment vehicle or managing a portfolio of cross-border entities, Marbury ensures your SPVs remain compliant, efficient and aligned with your broader investment strategy.

For more information contact your usual Marbury relationship manager or info@marburys.com.