Setting up an RUV

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How to submit an RUV application

When you are ready to submit your RUV application, go to ruv.new

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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. Generally, we can support most private venture backed companies incorporated in the U.S., U.K., Canada, Cayman Islands, or Singapore.

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For companies incorporated outside of the U.S.:

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What type of company cannot be supported by an RUV?

• We may have limited support for companies incorporated outside the U.S., U.K., Canada, Cayman Islands, and Singapore. Exceptions for certain countries could be considered on a rolling basis (subject to different pricing). Reach out to discuss\!
• Investments described as following a pure private equity strategy rather than a venture capital strategy.
• LLCs
  • We can proceed with the RUV application if the company is willing to sign the following LLC Conversion Letter
• Crypto tokens and certain forms of hybrid crypto and equity instruments.
  • Depending on the terms of the warrant, we can occasionally support them (additional fees may apply)
• Investing in Secondaries & other Venture Funds.
  • RUVs cannot support these investments. You can read more about this here.

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What Token Warrants are supported?

We generally support Token Warrants through the RUV only under very specific circumstances, which include:

• The token warrant purchase price + exercise price must be less than 20% of the RUV.
• The token warrant provides for cashless exercise.
• The portfolio company agrees to custody the tokens and acknowledges that the RUV will not take custody or manage distributing the tokens.
• We include a disclosure on the deal page that reads:

Part of this RUV investment will go towards the purchase of a token warrant. There is no guarantee that the token warrant will ever become exercisable, and if there is an exercise event, that the RUV will exercise the warrant. AngelList will determine, at its sole discretion, whether the RUV will exercise the warrant and may refrain from exercising for any reason, including but not limited to instances in which it is impracticable to do so. Future decisions regarding the liquidation, trade, or management of the resulting tokens will be made by [Proxy Holder Name], as proxy holder for the RUV. This poses a conflict of interest as [Proxy Holder Name] is the [founder/CEO] of the company issuing the tokens.

In addition to the above, there are also narrow distribution mechanics that are worth noting.

• If distributing tokens in-kind to the RUV investors, the portfolio company will inform AngelList & get sign off before distributing, as this has tax consequences.
• Any token distribution must be made pro-rata (matching the % ownership in the RUV) and evenly to all RUV investors in parallel.
• For a cash distribution, the tokens will need to be sold for USD, with the proceeds sent to AngelList for distribution to investors.

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Is there a minimum that has to be raised?

RUVs must raise a minimum of $40k in order to close, from a minimum of two investors and the minimum check size per investor is $1k.

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Are there restrictions on the number of investors?

• If the RUV is raising less than $12M - up to 250 investors and a minimum of two investors.
• If the RUV is raising more than $12M - up to 99 investors and a minimum of two investors.

For regulatory reasons, any RUV needs to have at least 2 entities to invest. Raising from just one entity 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.

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Requirements for International Companies

Non-U.S. companies need to make tax representations (PFIC & CFC) & sign a side letter with the fund. In an attempt to tax income generated abroad and fight tax evasion, the IRS enacted several rules that U.S. taxpayers, or U.S. incorporated funds for that purpose, are subject to. Two of those rules are particularly important for your RUVs - the Passive Foreign Investment Company taxation regime (“PFIC”) and the Controlled Foreign Corporation status (“CFC”). In order for your RUV to file its taxes correctly and for your investors to file their taxes correctly, we need to know:

1. Whether the company you’re investing in is a PFIC or a CFC;
2. Once the company becomes a PFIC or CFC;
3. Certain additional information for tax returns, should the company be a PFIC or CFC

Sometimes companies will make representations about their PFIC/CFC status in their main investment docs (usually in the “Investor Rights Agreement”). If not, we can capture these representations via our standard tax side letter: Founder GuideBook Tax Reps example.pdf In short, by signing the letter, the company represents that it is neither majority-owned by U.S. persons and that they don’t earn a majority of their income from rent or interest (i.e. aren’t a passive income generating company). The second part of the document lays out what they would need to report if they ever became a ‘passive foreign investment company’.

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How fast can AngelList set up my dashboard?

Once we have all of the information we need and have confirmed we are able to run your RUV, we can typically make your dashboard live within 1-2 business days.

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When do I share Investment Documents?

When closing, we will need the investment docs to review & sign. Investors in the RUV are not signing the investment docs when they commit to the RUV. Instead, they are electronically signing documents that subscribe them to a special purpose vehicle (SPV). You can see an overview and see a sample set of the docs in the following sections.

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Overview of the docs

Investors electronically sign documents (through the platform) that subscribe them to a special purpose vehicle (the RUV). This closing packet consists of:

1. The (RUV) Partnership Agreement - This is where the parties establish respective rights and obligations to the fund, as well as the rules, processes, and procedures that shall govern the business and affairs of the fund.
2. The (RUV) Subscription Agreement and Privacy Notice - This document outlines the mechanics that surround the flow of funds to the RUV.
3. The Private Placement Memorandum (PPM) - The PPM describes the terms of the offering, details about the investment vehicle, and the risks of the investment, among other things.

test-comp-closing.zip

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Fees and Economics

There are no fees to start raising. At close, the company pays a one-time admin fees and state filing fees. There are no ongoing fees after close. Admin fees: Starts at $8k, for standard U.S. companies raising a SAFE or Equity round. Covers RUV entity setup and administration, banking, dashboard for company and investors, investors KYC & accreditation, taxes, compliance. We also support other legal and financing structures (e.g. LLCs, non-U.S. companies, convertible notes, warrants). Fees may vary depending on structure, terms, location, and related admin, tax, and compliance requirements. State filing fees: Securities regulators in the U.S. and Canada require state or provincial filings (often called blue sky filings). These fees depend on the geographic mix of your investors, with costs increasing if investors are spread across multiple states or provinces.

• AngelList calculates these at closing, makes the necessary filings, pays them across states on your behalf, and passes them through at cost
• Median fee is typically ~$1.2k for the whole RUV, but can range up to $6k in rare cases

For more details, reach out to rollups@angellist.com.

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What is the recommended timeframe to close an RUV?

Most founders close their RUVs close within 2–3 months, which helps capture investor momentum and finalize commitments while interest is high. Extending a raise for too long can reduce momentum and risk losing investor allocations, outcomes founders generally seek to avoid. To maintain clarity and fairness across all investors, we recommend closing within this timeframe —and no later than six months. If exceptional circumstances require more time, reach out to our team to discuss.