How to Work with Sally SPV Document Templates

How to Work with Sally’s SPV Document Templates

A Step-by-Step Guide for SPV Organizers

Welcome to All Things SPVs, Sally’s educational series designed to help you confidently navigate the world of Special Purpose Vehicles. In this guide, we’re walking through exactly how to work with Sally’s SPV Document Templates—a curated, attorney-vetted set of documents used to launch and manage your SPV. This post is the companion to our long-form video, “How to Work with Sally’s SPV Document Templates”, and includes links to download the document templates.

📥 Download the full set of SPV document templates here: How to Work with Sally SPV Document Templates

What Documents Come with a Sally SPV?

Each Sally SPV includes three essential documents:

1. Operating Agreement – Defines the structure, governance, and responsibilities within the SPV.
   
   
2. Subscription Agreement – Signed by investors to subscribe to the SPV and make their capital commitments.
   
   
3. Private Placement Memorandum (PPM) – A disclosure document outlining risks, terms, and details of the investment.
   
   

These templates have been refined by hundreds of attorneys and are frequently updated. Sally always recommends downloading the latest versions directly from our document folder before editing or circulating to investors.

A Few Important Notes Before You Start

• 🧠 This guide is not legal advice. Please consult a qualified attorney.
  
  
• 📌 These templates are designed for Delaware Series LLCs and Delaware Series LPs, the most common SPV structures.
  
  
• 🛠️ You can edit these documents in Microsoft Word, Google Docs, or most word processing software.
  
  

Step-by-Step: Editing the SPV Templates

Once you’ve downloaded the templates, the editing process is straightforward. You’ll see placeholder text formatted in ALL CAPS surrounded by parentheses (like (ENTITY NAME)). These are the fields you need to replace with your specific SPV details.

🔹 Operating Agreement

This is where you define your SPV's structure. Key placeholders to update:

• (ENTITY NAME) – Your SPV’s legal name
  
  
• (MANAGER NAME) – Typically the organizer or managing entity
  
  
• (MANAGER ADDRESS) – The manager’s mailing address
  
  
• (MASTER ENTITY NAME) – The parent LLC or LP if using a Series structure
  
  
• (STATE/CITY) – The jurisdiction or city of formation
  
  
• (ARBITRATION LOCATION) – If applicable
  
  

You’ll find these fields repeated throughout the document. Use consistent language every time you replace a placeholder.

📌 Pro tip: Roles like manager, organizer, administrative manager, and investment advisor can be the same person/entity or entirely different—SPV flexibility is a feature, not a bug.

🔹 Subscription Agreement

This is where investors subscribe to your SPV and make commitments.

Edit the same fields from the Operating Agreement, such as:

• (ENTITY NAME)
  
  
• (MANAGER NAME)
  
  
• (DATE)
  
  
• (FUND NAME)
  
  

In addition to organizer input fields, this document includes sections for:

• Investor Signatures
  
  
• U.S. vs. Non-U.S. Status Declaration
  
  
• Accredited Investor Status Selection
  (Exhibits B, C, and D cover Accredited, Qualified Client, and Qualified Purchaser)
  
  

✅ Investors only need to check one box for their accreditation status unless it’s the “none of the above” box—which means they shouldn’t invest.

🔒 Security filing tip: Don’t countersign subscription agreements until you’ve received all—or most—of your investor subscriptions to avoid premature triggering of securities filing requirements.

🔹 Private Placement Memorandum (PPM)

This is the disclosure document and doesn’t require a signature—but it should always be shared with investors.

You’ll replace the same placeholder fields throughout the PPM for consistency. The PPM includes:

• Risks and disclaimers
  
  
• Deal summary information
  
  
• Legal disclosures and governing law
  
  

Again, no signature is required, but consistent data across all three documents is critical.

Final Steps: Distribute & Sign

Once all placeholders are filled in:

1. Review for consistency across all three documents
   
   
2. Share with investors via DocuSign or another e-signature tool
   
   
3. Wait to countersign subscription agreements until you’re ready to close
   
   
4. Save a complete set of fully executed documents for your records
   
   

Stay Updated

Sally’s templates are regularly updated as legal standards evolve. Always download the latest version from our live folder before starting a new SPV.

👉 Download the Latest SPV Templates