How to Set Up Your SPV Entity: A Step-by-Step Guide

How to Set Up Your SPV Entity: A Step-by-Step Guide

Welcome to All Things SPVs, a Sally educational series dedicated to simplifying the world of Special Purpose Vehicles. In this post, we’re walking you through how to set up your SPV entity—specifically, a Delaware Series LLC, also known as a Master Series LLC.

This guide mirrors the educational video, and includes downloadable documents and direct links to key websites so you can follow along and get your SPV up and running quickly.

⚠️ Note: This guide is for educational purposes only and does not constitute legal advice. We recommend speaking with a qualified attorney before proceeding.

Delaware LLC or LP

This guide assumes you’ve already chosen your entity type (Delaware LLC, LP, or Series LLC or LP). While the process is very similar for each, we’re specifically walking through a Delaware Series LLC setup here. The steps are identical across these entity types—the only thing that changes is the form you submit.

Step 1: Check Entity Name Availability

Before registering your SPV, make sure your desired entity name is available in Delaware.

🧪 Example Name: Sally Master LLC

✅ Where to Check:

• Delaware Entity Name Search
  
  

⚠️ Avoid this Name Reservation Page unless you need to reserve your name ahead of time—it can be more complicated due to formatting requirements.

Step 2: Prepare Your Paperwork

To register your Delaware Series LLC, you’ll need to fill out and sign a formation document.

📄 Download this template: Delaware Series LLC Formation Document – Template (click on link for document)

This document should include:

• The name of your Master LLC entity
  
  
• Your chosen Registered Agent’s information
  
  
• A note that your entity is a Series LLC
  
  
• Your signature
  
  

Step 3: Choose a Registered Agent

A Registered Agent is required to represent your entity in Delaware. There are many providers, but we recommend:

🔗 Harvard Business Services – Affordable, reliable, and user-friendly.

You’ll add their details into your formation document. We suggest reaching out to your chosen provider to create an account or introduce yourself before filing.

List of approved Delaware Registered Agents.

Step 4: File Your Formation Documents

Visit the official Delaware registration site to submit your entity paperwork and pay the required fee. You need to visit the “Document Filing and Certificate Request Service”

🔗 Delaware Division of Corporations – Document Upload & Filing

Select Document Filing and Certificate Request Service, then click on the “Click here” link in the “To submit a business entity filing or certificate request click here and select “Document Filing and Certificate Request” sentence. Finally, select the “Document Filing and Certificate Request” Box. 

Here’s what to do next:

1. Priority: How quickly do you want Delaware to process your paperwork. Priority 4 is a common selection but costs an additional $50.00
   
   
2. Fill Out Submitter Info: Include the name of the person responsible for filing the paperwork and the mailing address (where Delaware will send your approved paperwork)
   
   
3. Select Filing Type: “Document Filing”
   
   
4. Upload Document: Use the form from Step 2
   
   
5. Name Your Entity: Match it exactly to the name used in your uploaded file
   
   
6. Document Type: Type in “Certification of Formation”
   
   
7. Other Document Filing Information: Not usually needed for initial setup of an SPV
   
   
8. Method of Return: Choose Regular Mail (5–7 days) or UPS/FedEx (you pay the cost)
   
   
9. Payment: Pay the filing fee via the payment portal
   
   

⌛ You’ll see your entity listed on the Delaware site within a few days (if you select Priority 4), but your official paperwork will arrive later via your chosen return method. Delaware ONLY mails official paperwork. There are no email, fax or download options. 

Step 5: Post-Formation Essentials

Once your entity is filed, you’re not quite done yet. You’ll need to prepare a few additional documents to manage your Series structure properly.

📂 Documents to Prepare:

• Master LLC Operating Agreement (for a Series structure)
  
  
• Series LLC Document Set:
  
  
  
  • Series Operating Agreement
    
    
  • Subscription Agreement
    
    
  • Private Placement Memorandum (PPM)
    
    

📥 Download Templates:

• Master LLC Operating Agreement Template
  
  
• Series LLC Operating Agreement Template
  
  
• Subscription Agreement Template
  
  
• PPM Template
  
  

Final Thoughts

Setting up a Delaware Series LLC is a manageable, step-by-step process—but it’s important to get the details right from the start. With your SPV properly registered and your foundational documents in place, you’ll be ready to move forward with your investment structure confidently.

Be sure to check out our full video walkthrough for a visual guide through this process: 🎥 Watch: How to Set Up Your SPV Entity