Ship your Delaware SPV before the deal closes

Delaware offers flexible LLC statutes, no state income tax on out-of-state investment gains, well-established case law, and fast filing (same-day formation available). A Delaware LLC provides pass-through tax treatment and limited liability, making it the standard vehicle for single-deal SPVs in the US.

SPVs typically rely on Regulation D exemptions — Rule 506(b) for offerings to up to 35 non-accredited investors (no general solicitation) or Rule 506(c) for offerings exclusively to verified accredited investors (general solicitation permitted). The SPV usually qualifies under Section 3(c)(1) of the Investment Company Act (up to 100 beneficial owners).

The Delaware LLC filing takes 1 to 2 business days (same-day expedited is available). Including the operating agreement, subscription documents, and investor onboarding, a complete SPV can be launched within 1 to 2 weeks through Infra One — with zero setup and legal fees.

A Delaware LLC is a pass-through entity by default — it pays no entity-level federal tax and each member reports their share of income and gains on their own return. Investors may be eligible for QSBS (Qualified Small Business Stock) exclusions under Section 1202 if the underlying investment meets certain criteria, potentially excluding up to 100% of capital gains from federal tax.

The core documents are the LLC Operating Agreement, a Private Placement Memorandum (PPM) or offering summary, subscription agreements, and investor accreditation verification. Infra One generates all of these digitally through the platform, along with automated KYC/AML flows and Form D filing support.