Documentation Index
Fetch the complete documentation index at: https://help.angelliststack.com/llms.txt
Use this file to discover all available pages before exploring further.
For Investors
What happens after funds have been deployed from the RUV?
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.
The documents will be electronically signed by the General Partner of the RUV vehicle: Fund GP, LLC.
Will AngelList produce K-1s for investors?
The RUV will issue a K-1 for the first tax year to all RUV investors. This K-1 will typically reflect $0 of gain or loss, but is required under U.S. tax rules. In subsequent years, the RUV will issue a K-1 for every year when there is a disposition event or other reportable tax activity in the RUV. This frequently doesn’t occur until the company exits or has another liquidity event.
A timeline for K-1 delivery to investors is available here.
Investors can find their K-1 via their AngelList dashboard and can contact invest@angellist.com if they have questions.
Can investors transfer their interest in the RUV?
Transfers of LP interests in the RUV are subject to the restrictions set out in Article 6 of the LPA. In practice, transfers are generally only permitted in limited, extenuating circumstances, such as estate planning, divorce, or death. Any other transfer request would need to be reviewed by our team for compliance and would generally require company approval.
We recommend that investors invest from the entity or account that will remain the long-term holder of the RUV interest. Investors should not rely on being able to transfer their interest after investing. For example, if a couple wants to hold the investment jointly, they should invest through a jointly owned entity, or each invest separately from the outset, rather than investing through one person and planning to transfer the interest later.
For the Company
Yes. AngelList will file the Form D for the RUV.
That filing covers the RUV’s offering to its investors. The company may still need to make a separate Form D filing for its own financing round, in which the RUV is an investor, and should confirm the requirement with its legal counsel.
Form D is a notice filing used for certain exempt securities offerings under Regulation D.
Will AngelList pay the state regulatory fees?
Yes. AngelList will make the applicable state and provincial regulatory filings for the RUV at closing. The associated fees are generally calculated once all investors have been onboarded and the applicable investor jurisdictions are confirmed. AngelList pays these fees and passes them through to the company in the final invoice.
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, companies generally do not have a power of attorney to sign on behalf of the RUV for all matters. If you have any doubts about whether a specific matter is material and outside the scope of the proxy, please contact AngelList or your legal advisors.
If the RUV received pro-rata rights, how does this work?
The pro-rata rights for an RUV are offered at the fund level. This means that to enable the RUV to invest its pro-rata amount, you would need to establish a new affiliated vehicle. This new entity would be subject to the same restrictions and requirements as the initial RUV (such as a $40k minimum investment and at least two investors).
If there’s excess allocation not used by existing LPs, you can allow other new investors to participate in the new RUV’s allocation.
Generally, instead of offering contractual pro-rata to the whole RUV, you could also just set aside an allocation in the next round for the individual investors who have been most helpful and create another RUV.
What happens if the company gets acquired?
If the company gets acquired, the RUV will hold consideration in connection with the merger.
To process this acquisition, our team requires the distribution waterfall (or consideration information for the fund). To begin the process, please send all related transaction docs and the distribution waterfall, if available, for our team to review.
For publicly traded stock, once the lock-up period expires, funds will either be liquidated or distributed in kind on a pro-rata basis to investors, depending on the value of the shares.
If the value of the shares exceeds $125k, we will offer an in-kind or in-cash election (whereby investors can elect to receive their pro-rata consideration as shares or cash).
If investors decide to receive the shares in kind, investors will have ten business days to make an election and provide the necessary brokerage details to execute share transfers. After ten business days, the elections will be sent to our broker; any investor who fails to make an election within that time frame will have their pro-rata consideration of shares liquidated to cash.
To transfer shares in kind, our broker charges a minimum flat fee. The fees are paid directly from the distribution amount before any shares or cash are distributed to limited partners. Once the fees are covered using liquidated shares, any remaining distribution amount is then distributed among the LPs, either in the form of shares or cash, depending on the terms of the distribution agreement.
If the investor decides to receive their distribution in cash, our broker charges between 0.01−0.04 per share to liquidate shares (dependent on the share price).
What happens if we shut down the company?
If the company is no longer operational, we will need a copy of the company’s Certificate of Dissolution and distribution waterfall. If funds need to be distributed back to investors, our Distribution team will create the distribution model and send it to our Tax team for review. Upon completing the internal reviews, you will receive an email with the distribution preview attached for your review and approval.
The distributions will be executed after your approval has been received and will be deposited into investors’ AngelList accounts.
If we do not receive your approval on the distribution after 3 follow-ups, we will proceed with the distribution.
