The Basics

RUV Basics

• What is a Roll Up Vehicle?
• Why do founders use RUVs?
• How many investors can be in an RUV?
• How is this different from investing directly?
• What if the allocation for the RUV is fixed?
• Are RUVs private?
• Can I enforce minimum or maximum investment amounts on a per investor basis?

There are certain regulatory, compliance, and operational limitations that define what type of investment we can support. When you submit a new RUV, our team reviews these parameters to ensure fit.

What is a Roll Up Vehicle?

Roll Up Vehicles are special purpose vehicles that make an investment into a company. RUVs provide a way for founders to efficiently allow investors into a financing round without incurring expensive legal fees or making the company’s cap table more complicated.

Instead of directly investing in the company, you would subscribe to a special purpose vehicle which will then invest into the company on the terms listed on the RUV investment page.

Why do founders use RUVs?

Founders prefer to use RUVs to aggregate multiple checks into a single entity. Normally to close investors, companies have to incur additional costs from lawyers and cap table vendors for every additional shareholder. The RUV allows founders to expand access, control closing costs, and ensure that the cap table is as simple as possible.

How many investors can be in an RUV?

RUVs that raise under $10M can have up to 249 individual entities. RUVs over $10M have different limits based on the accreditation status of the individual investors. Contact us to learn more.

How is this different from investing directly?

RUVs make the process of investing into companies easier to manage for everyone. Instead of directly being on the company cap table, investors become limited partners of a special purpose vehicle which itself will be on the company’s cap table. This relieves investors of the requirement to interface with the company’s legal team for shareholder consents, conversions, and ongoing questions. Instead you get a single dashboard on AngelList that provides the details of your investment.

What if the allocation is fixed?

If it’s a tight round and you know you only have a fixed allocation for the RUV, you have a few options:

1. Let us know when we are setting up the RUV to configure the RUV to stop accepting new commits once the allocation is reached.

2. Allow the RUV to become oversubscribed and have us prorate investors down to fit within the allocation when we wire out funds

3. If you have specific allocations for individuals, you can inform people of their allocation, and then before the RUV is finalized, we will review individual allocations you with and adjust amounts as necessary.

Are RUVs private?

Yes. Only people you invite with invite links will be able to see the RUV and invest. The deal is not published anywhere nor is it publicly accessible. Investors in the RUV will not be able to see who else invested or how much was raised.

How should I explain this to investors?

Can I enforce minimum or maximum investment amounts on a per investor basis?

Yes, you can create custom invite links in your dashboard that will establish a minimum (and a maximum) for the link.

We will do a final pass with you before wiring funds to make sure the allocations for each investor works for you.

What we’ve seen work before is to email investors with a note saying something like “Your allocation is $75k. You can close using this link: https://angel.co/i/abcd"

RUV Guidelines

There are certain regulatory, compliance, and operational limitations that define what type of investment we can support. When you submit a new RUV, our team reviews these parameters to ensure fit.

What type of company can RUVs support?

Most private venture backed companies incorporated in the US, Canada, Cayman Islands, or Singapore.

For companies incorporated outside of the US:

If your RUV is investing into a company that is incorporated outside the US, residents and citizens of that country cannot invest in your RUV. Additionally, all investors must pass their local and US KYC & Accreditation requirements.

What type of company cannot be supported by an RUV?

• Companies incorporated outside the US, Canada, Cayman Islands, and Singapore. We are able to make exceptions for certain countries (subject to different pricing)
• Investments described as following a pure private equity strategy rather than a venture capital strategy
• LLCs
  • Some exceptions may be possible on a case by case basis
• Crypto tokens and certain forms of hybrid crypto and equity instruments
  • Depending on the terms of the warrant, we can occasionally support them
• Secondaries
  • You can read more about this here.
• Investing in other venture funds

No "bad actors"

The founders or key people associated with the company cannot be a "bad actor" pursuant to SEC and AML standards.

Are there restrictions on the number of investors?

• If the RUV is raising less than $10M - up to 250 investors and a minimum of 2 investors.
• If the RUV is raising more than $10M - up to 99 investors and a minimum of 2 investors.

For regulatory reasons, any RUV needs to have at least 2 LPs. Raising from just one investor would not make it a pooled vehicle. We also usually reserve 3 spots in case an LP needs to split their investment (due to divorce, death, etc.), so the practical limits are 247 and 96 LPs, respectively.

Is there a minimum amount that I can raise?

RUVs must raise a minimum of $40k in order to close. Any amount over $40k, whether it meets the allocation written on the RUV deal page or not, can close.

Who can invest in an RUV?

If your RUV is investing into a company that is incorporated outside of the US, residents and citizens of that country cannot invest in your RUV. Additionally, international investors must pass local and US KYC & Accreditation requirements.