For Investors
What happens after we've received the funds?
After the RUV is finalized, investors receive a fully executed LPA, PPM, subscription agreement, investment statement, and signature certificate from their investor Dashboard.
Investors can see these documents by navigating to their AngelList investor dashboard, and going to Portfolio > Company Name > Investment History.
Investors can see these documents by navigating to their AngelList investor dashboard, and going to Portfolio > Company Name > Investment History.
The documents will be electronically signed by Fund GP, LLC.
Will AngelList Produce K-1s for investors?
The RUV will issue K-1 to all LPs, but it was a $0 K-1 (we are required to create one in the first year of the fund). Future years are unlikely to have a K-1 issued (until of course, there is a distribution back to investors).
Here's what you can say: "The RUV is a limited partnership that holds an investment in [Company Name]. As a result, the RUV will issue K-1s if there is taxable activity (for example: a distribution). For the first year, AngelList did issue a K-1, but it was a $0 K-1. Your K-1 file is available in your AngelList dashboard and you can contact invest@angellist.com if you have issues accessing it.
You can see a timeline of when investors will receive their K-1s here.
Can investors transfer their interest in the RUV?
Transfer restrictions in connection to LP's ownership in the RUV are delineated in Article 6 of the SPA. We generally only allow transfers at the individual LP level in extenuating circumstances for estate planning (divorce, death, etc.). We strongly recommend that investors invest with entities that will hold the interest for a long time and not rely on a transfer. (I.e., a couple should invest with a jointly owned entity or each invest privately, rather than transferring interest in the RUV.)
Reach out to rollups@angellist.com if you have any questions.
For the Company
Will AngelList make the Form D Filings?
Yes, we will file Form D for the RUV. Form D is a form to be used to file a notice of an exempt offering of securities with the Securities and Exchange Commission. Commission rules require the notice to be filed by companies and funds that have sold securities without registration under the Securities Act of 1933 in an offering based on a claim of exemption under Rule 504 or 506 of Regulation D or Section 4(a)(5) of that statute.
Will AngelList pay the the state regulatory fees?
Funds SPVs and RUVs on AngelList incur variable state and provincial regulatory fees - you can read more about this here.
For "No-Fee RUVs", we will calculate the pass through costs when the RUV is being finalized and send the company an invoice for that amount.
Who signs on behalf of the RUV?
We provide you with a contact address [portfolio@angellist.com] that your legal team can use to request signatures. Our legal team will review each "post-close action" (each signature request your RUV is receiving) to understand how that post-close action affects the RUV's rights. This review takes 2 full business days from the moment we have all necessary documents. If we have signed a proxy agreement, you may just be able to tell us how to vote the RUV shares for normal corporate actions.
Even with a signed voting proxy, founder do not have a power of attorney to sign on behalf of the RUV for Material Matters. If you have any doubts about whether something is a Material Matter, please contact AL.
What happens if the company gets acquired?
The RUV will hold the stock that is issued as consideration in connection with the merger.
If it's public stock, and the value of the shares is greater than $125k, we can offer an in-kind (where investors will receive shares) or cash distribution. We'll defer to the Founder to the liquidation preference.
If the value of the shares is less than $125k, we will automatically liquidate and distribute cash to investors.
If the consideration is private stock, the fund will continue to hold that private stock.
Once we have more info about the number of the shares and their estimated value, and the timeline for the acquisition, we'll connect with the founder to determine the liquidation strategy and prepare to receive and distribute shares or cash proceeds.