Assure Services provides complete back-office services for private investors—from angel groups to venture capital/private equity, crowdfunding platforms and special purpose vehicles. We are unique in the marketplace in providing a true one-stop shop specifically tailored to meet the needs of private investors.
OUR SERVICES INCLUDE:
A SPV service agreement between Assure and its clients outlines the rights and responsibilities of each party in relation to the SPV. The service agreement includes legal provisions, a description of services, an outline of Assure’s fees and, if needed, a power of attorney and an investment advisory agreement.
Once a service agreement has been executed, Assure will schedule an on-boarding call. This meeting will introduce the client to the team that is responsible for providing client services. Depending on the services agreed upon, some clients will receive access to Glassboard, Assure’s platform, where clients can request services, track the status of deliverables, view completed transactions, and access other functions.
For any legal entity Assure organizes, please provide notice of at least 3 business days before you want to close the deal. In order to close a deal, documents need to be in order and all funds need to be received. Please be prepared to inform the Assure team of an Investor missing completed items that need to be executed before closing.
A bank application requires a fund operating agreement, EIN number and Certificate of Formation, which typically takes 5 – 7 business days to complete and obtain. If the entity is not a newly formed entity, the bank also will require Assure obtain a certificate of good standing. Once a bank account application is filed it generally takes another 3-5 business days to become active.
Once a bank account becomes active, online access is usually available 5-7 business days later.
Wires are available to go out the next business day after all subscription documents and wires have been received and determined to be in good order. The deadline to request that a wire be sent is 10:00 a.m. MST. Note. All wires must be posted to the bank account for at least 12 hours before being wired out.
K-1s will only be issued if there is a taxable reporting event. Certain investments such as investments in common stock, preferred stock, KISS’s or SAFE’s in most cases do not have a K-1 unless there has been a distribution.
When Assure has all of the necessary information and documents in place, K1s will be provided by March 15th or earlier. If Assure is waiting to receive information from a client or third party, we target 45 days after receiving all necessary information. When K1s are complete, they will be delivered to the client directly or uploaded to the Assure secure online portal, Box, for the client’s individual investors. Once your investor activates their personal Box account, individual investors will have access to all of their documents and they will be able to view, print or share them as they please.
If you invested in a fund that invested in a convertible note, the fund is required to report as earnings the amount of interest accrued related to the convertible note. This is required even though in most cases the interest has not been distributed to investors. The interest income increases the investor’s basis in the investment.
No. Assure is an administrator and does not provide legal advice. Clients are responsible to engage their own counsel and provide their own investment advice for the investment vehicles. Assure helps establish and administer.
Typically, no. Assure does not provide services to SPVs that include non-accredited investors.
A series LLC is a form of a limited liability company that provides liability protection. Series LLCs are part of a master series structure in which a master LLC is registered, allowing for a large number of series LLCs to be internally established under the auspices of the master LLC. Because the master LLC is the only entity that needs to be registered, the master series structure provides a meaningful cost benefit from annual state fees and registered agent costs. At the same time, because each series will have separate ownership structures, memberships and operating agreements, the assets and liabilities of each are insulated from the others.
An LLC (SPV) can be member-managed or manager-managed. Nearly all of the SPVs that Assure assists with are manager-managed and often clients ask Assure to be the manager of record on an SPV. When Assure agrees to be the manager of an SPV, the client will be the investment advisor. This means that Assure will manage the SPV entity, and the client will make all decisions regarding the investments or assets.
There may be a variety of reasons that clients ask Assure to manage SPVs.
Low administrative costs. Because Assure is based in Utah, which has among the lowest registration filing and compliance fees in the nation, there can be significant savings on filings. Clients enjoy the ability to make investment decisions while taking advantage of lower administrative costs.
Long-term administrative services. Because Assure is based in Utah, which has among the lowest registration filing and compliance fees in the nation, there can be significant savings on filings. Clients enjoy the ability to make investment decisions while taking advantage of lower administrative costs.
The role of administrative manager provides Assure with limited manager authority in order to establish and manage a bank account on behalf of the SPV. When Assure is the administrative manager the client or third party is the formal SPV manager responsible for all managerial decisions.
Yes. An SPV issues membership interests to those that invest in the SPV fund. Assure has termed changes in membership interests as “membership transfers.” A membership transfer typically involves an original investor transferring his/her SPV investment interest from one entity control and owned by the original investor to a different entity that is controlled and owned by the original investor. For example: an investor dedicates capital to an SPV through an LLC and later wishes to transfer the interest to a trust, and later transfers the interest into an LLC entity established to hold investment interests. Occasionally, an investment interest is transferred to a third party, but these situations are rare and are often court-ordered, for example after a divorce or death. A membership transfer requires the signing of a document, supplied by Assure, and a one time $75 fee, formally transferring the membership interest.
A membership transfer is not a sale of a membership interest, which is rare and not recommended. Typically, per the SPV fund documents, a sale of a membership interests has restrictions, limitations and requires specific language in the SPV fund documents, counsel, additional documentation and formal approvals.
Client pays Assure when a transaction or SPV closes and funds are wired to the company, sponsor or project. Assure will send an invoice to clients (not a third party), and clients are required to pay Assure’s fee, but there is not a requirement as to where the funds originate.
Clients typically pay Assure with funds that originate from one the following sources.