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Legal structure

How deals get syndicated on Uniborn

Dmitry avatar
Written by Dmitry
Updated over a week ago

For every single deal on the platform we create an SPV — a special purpose vehicle in a form of Estonian limited liability company (OÜ). This is a non-operating legal entity that is created solely for the purpose of pooling capital of multiple co-investors and investing it in a certain deal (Target Asset).

This vehicle is tax opaque (non-transparent or "non-look-through"). The other side of the deal for you is always an Estonian legal entity, not the final asset that can be located all across the world.

Some of the pros of this structure:

— Simpler taxation. You only need to familiarise yourself with tax specifics of dealing with one jurisdiction, whereas tax transparent vehicles might expose you to unexpected implications.

— No tax liability for Estonian non-residents. Unless you are a tax resident in Estonia, you only file and pay taxes in the country of your tax residency.

— Asset segregation. As opposed to trust structures where your assets might be pooled within the same legal entity, each of our SPVs hold a single asset for a certain group of investors, independent from other deals on the platform.

— No migrations needed in case anything happens to Uniborn. The SPVs are created by a stand-alone non-operating holding company (Uniborn SPVs OÜ) which is ring-fenced (excluded) from the Uniborn operational holding. The mother company assigns the deal lead the "Member of the Board" role in the SPV, granting him/her full authority for the SPV's administration and distributions.

More details on the parties, relationships, deal structure and documents:

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