An SPV — special purpose vehicle — is a company created for a single mission: to carry one identified property operation, from acquisition to exit. It holds the asset, contracts any debt, collects revenue, distributes proceeds, then dissolves. Its perimeter is its point: nothing but the operation enters it, nothing of the operation leaks out.

Key points

  • An SPV isolates: one operation's risks expose neither the other operations nor investors' personal wealth beyond their stake.
  • An SPV locks the rules: articles and a shareholders' agreement write down BEFORE entry who decides, who controls, how you exit — governance is not improvised mid-life.
  • An SPV keeps accounts legible: one balance sheet, one P&L, one set of flows — THE OPERATION's, unmixed.
  • The vehicle's jurisdiction is derived from the asset and the investors (asset location, tax treaties, local banking requirements) — never from a catalogue of structures.
  • An SPV's cost (incorporation, accounting, annual administration) is the price of discipline; it is weighed against the operation's size.

Why one company PER operation

Grouping several operations in one company looks economical — until one of them runs into difficulty. Creditor, litigation, delay: whatever touches one contaminates the others. The single-operation SPV is the structural answer: each project lives and unwinds within its own perimeter. We devoted a full text to this conviction — one SPV per operation — born of experience, not theory; our track record shows it applied, operation by operation.

How a vehicle is actually set up

The sequence never varies: asset first, vehicle second. Where the asset sits, which law governs non-resident ownership, which banks lend, which tax treaties apply between the asset's country and the investors' — the answers determine the corporate form and jurisdiction. Depending on the operation, the house uses local forms (the asset-country company, often unavoidable to hold or finance) or proven European structuring vehicles, including the Luxembourg SCSp we have explained elsewhere.

Then come the documents that make the vehicle real: articles, shareholders' agreement, dedicated bank accounts, shareholder-loan agreements where relevant, a reporting calendar. A vehicle without a pact is an oral promise; a pact without organised reporting is a written promise you cannot verify.

What the SPV does not do

It does not improve an operation: it makes it legible and contained. It does not eliminate property risk: it isolates it. It replaces neither the study, nor the governance, nor the operator: it frames them. Which is precisely why it prevails in structured private investing.

General, non-personalised information: a vehicle's form, jurisdiction and taxation depend on each operation and each investor; every situation calls for licensed advice.