# Acquisitions
Source: https://help.rollups.com/consolidate/acquisition
A consolidation vehicle can make a transaction in which your company is being acquired simpler.
### How does it work?
Prior to acquisition, you would have all non-major holders of the target company consolidated into a single entity.
### What about document signatures?
It depends on the configuration of your consolidation vehicle. Some companies configure their Consolidation Vehicle with proxy / power of attorney over certain decisions. Contact us to learn more.
Regardless, all stakeholders that are being consolidated will need to complete a sign-up process with certain KYC information.
### Does this change the tax status for investors?
No, the process of using a consolidation vehicle does not involve a transfer of stock into a partnership, so QSBS eligibility may not be impacted.
We are unable to provide tax advice. This is not a recommendation or advice
### How do investors receive stock or cash proceeds?
* For stock of a private company, the single entity for the consolidation vehicle holds the stock.
* For stock of a public company, the single entity for the consolidation vehicle holds the stock and disburses it out to investors in-kind through a transfer or provides investors with the option to sell.
* For cash proceeds, the single entity for the consolidation vehicle receives the proceeds and manages the disbursement to the investors' accounts.
* For escrow proceeds, the single entity will receive payments as they are collected.
# Eligibility
Source: https://help.rollups.com/consolidate/eligibility
### What kinds of companies are eligible to use Consolidation Vehicles?
Currently we support U.S. C corporations that have raised venture capital funding.
### Can I use a Consolidation Vehicle and Roll Up Vehicle at the same time?
Yes. Roll Up Vehicles are proactive tools to ensure that new investors enter as a single line.
The Consolidation Vehicle will help manage existing investors, or investors outside of the Roll Up Vehicle.
The ideal combination is to set up both in advance of a future financing: a Consolidation Vehicle to clean up existing holders and a Roll Up Vehicle for new investors in the financing.
Properly configured, this results in only one line on the cap table between the Roll Up Vehicle and the Consolidation Vehicle.
### What kinds of instruments are eligible to be consolidated?
Most kinds of securities that are issued by venture-backed companies are eligible, including:
* SAFE
* Common Stock
* Preferred Stock
* Warrants
### What kinds of shareholders can be consolidated?
While all kinds of shareholders can be consolidated, we recommend focusing on shareholders with less than 5% fully-diluted ownership.
### Can Consolidation Vehicles work for employee holders?
We recommend focusing on former employees who hold exercised options.
# Stakeholder Experience
Source: https://help.rollups.com/consolidate/experience
Investors who are being invited to a consolidation vehicle have to complete an online form, complete KYC, and digitally sign an agreement. The specific experience varies depending on the configuration of your Consolidation Vehicle.
For a preview of the experience, please contact the Rollups team to learn more.
### Why do investors need to complete KYC?
We require KYC to be able to process distributions of cash (or public stock) for the investors.
### What documents are investors signing?
They are reviewing terms and conditions, completing KYC, and completing the Consolidation Vehicle agreement, which governs how their holdings will be consolidated.
Some Consolidation Vehicles are also configured with a proxy or power of attorney regarding future corporate actions.
### I have more questions
Please contact us at [help@rollups.com](mailto:help@rollups.com) to learn more.
# Stakeholder FAQ
Source: https://help.rollups.com/consolidate/for-investors/faq
A Consolidation Vehicle helps companies manage the administrative overhead incurred by large cap tables and streamlines future transactions such as future financings or acquisitions.
### Does signing this impact my economic stake in the company?
No – this does not change your effective ownership in the company. Instead, it allows the company to more easily manage stakeholders by consolidating many into a single line on their cap table.
Some Consolidation Vehicles are also configured with a proxy or power of attorney.
### Does this impact QSBS?
No. It is merely a corporate transaction to make legal and administrative tasks simpler for the company.
### How will future distributions work?
* For stock of a private company, the single entity for the consolidation vehicle holds the stock.
* For stock of a public company, the single entity for the consolidation vehicle holds the stock and disburses it out to investors in-kind through a transfer to their brokerage or provides investors with the option to sell.
* For cash proceeds, the single entity for the consolidation vehicle receives the proceeds and manages the disbursement to the investors' accounts.
### I have more questions
Please contact us at [help@rollups.com](mailto:help@rollups.com) to learn more.
# Management
Source: https://help.rollups.com/consolidate/management
Managing your Consolidation Vehicle depends heavily on your configuration. When you set up your Consolidation Vehicle, you will get a guide with more information.
### Adding other team members
You can add additional team members to your company dashboard. To manage Consolidation Vehicles, you must give them "Admin" privileges.
### I lost the guide that was sent to my inbox
We're happy to resend it your way – please reach out to your account manager or to [help@rollups.com](mailto:help@rollups.com)
### I have more questions
Please contact us at [help@rollups.com](mailto:help@rollups.com) to learn more.
# Overview
Source: https://help.rollups.com/consolidate/overview
## Consolidation Vehicles
Consolidation Vehicles are a way for companies to simplify their cap table by taking multiple investors and consolidating them into a single entity.
## How to get started
Contact us at [help@rollups.com](mailto:help@rollups.com) to get started with your Consolidation Vehicle.
## FAQs
Consolidation Vehicles:
* Make future transactions (such as equity financings or acquisitions) easier
* Clean up the cap table to make it easier to manage
* Clean up many SAFE issuances into a single row per set of terms.
Yes. While this is not tax advice, the process of consolidation does not
change the QSBS status of the stock. Consolidation Vehicles do not involve a
SPV or partnership entity – investors maintain their ownership for tax
purposes, and would be able to claim QSBS just as they would without a
Consolidation Vehicle.
We are currently supporting U.S.-based C corporations, focusing on those that have raised venture capital.
# Demand List
Source: https://help.rollups.com/control-os/demand-list
# Demand List
Demand List gives buyers and sellers a company-approved place to submit non-binding interest.
## What Demand List is for
Without a structured process, secondary interest often comes through scattered emails, introductions, and spreadsheets. Demand List gives your company a single workflow for collecting and reviewing interest.
Use Demand List when your company wants to:
* Share an approved submission link with potential buyers or sellers.
* Review buyer and seller interest in one place.
* Add interest manually when it comes from another source.
* Match buyers and sellers when the company is ready to review a potential transaction.
* Move approved transactions into a transfer workflow.
Demand List submissions are non-binding indications of interest. They do not guarantee that a transaction will happen.
## Invite buyers and sellers
Invite links let buyers and sellers submit interest through the company-approved process.
1. Open **ControlOS**.
2. Select **Demand List**.
3. Select **Invite buyers and sellers**.
4. Create or copy an invite link.
5. Share the link with the intended audience.
If a link should no longer be used, delete it so new submissions are no longer accepted through that link.
## Review submitted interest
The Demand List table shows submitted buyer and seller interest. Use it to review submissions, understand where there may be overlap, and decide whether a potential match is worth exploring.
Open a submission to review the available details. If a submission should no longer be considered, cancel it.
## Add interest manually
Company admins can add buyer or seller interest manually when it comes from another channel.
1. Open **Demand List**.
2. Select **Add**.
3. Choose whether you are adding buy interest or sell interest.
4. Enter the requested details.
5. Submit the indication.
Manual entries help keep Demand List complete even when the first conversation happened outside ControlOS.
## Bulk import interest
If your team already has a list of interested buyers or sellers, use the bulk import workflow.
1. Open **Demand List**.
2. Select **Add**.
3. Choose the relevant import option.
4. Download or complete the template.
5. Upload the completed file.
6. Review and submit the import.
## Create a match
A match connects one seller indication with one or more buyer indications. Create a match when your company wants participants to review proposed terms.
1. Open **Demand List**.
2. Select **Create Match**.
3. Choose the relevant seller and buyer interest.
4. Review the match details.
5. Review the intro email.
6. Submit the match.
After a match is created, participants receive instructions to review the proposed terms.
## Approve or reject a match
After participants review terms, the company can decide whether the match should proceed.
Approve a match when the company is ready to let the transaction move forward. Reject a match when the company does not want it to proceed.
Company approval may still be required even if both participants accept the proposed terms.
## Best practices
* Use Demand List invite links instead of collecting interest only by email.
* Share links only with the intended audience.
* Delete old invite links when they should no longer be used.
* Review submissions before creating a match.
* Approve matches only after reviewing participant terms and company policy.
* Keep notification users current so new submissions and matches are not missed.
# Overview
Source: https://help.rollups.com/control-os/for-investors/overview
# ControlOS for investors
Investors and buyers may use ControlOS when a company has created an approved process for secondary interest or transfers.
## What you can do in ControlOS
Depending on the company's setup, you may be able to:
* Submit interest in buying securities.
* Review a proposed match with a seller.
* Accept or decline proposed terms.
* Sign transfer documents.
* Send transfer payment.
* Track transfer progress.
The exact workflow depends on the company and the transaction. Follow the steps shown in your ControlOS link.
## Submit buy interest
If the company sends you a Demand List invite link, use that link to submit your interest.
1. Open the invite link.
2. Choose the buying option.
3. Enter the requested interest details.
4. Review your submission.
5. Submit.
6. Complete email verification if prompted.
Your submission is non-binding. It does not guarantee allocation, company approval, or completion of a transaction.
## After you submit
After you submit, the company can review your interest in ControlOS.
You may receive updates if:
* The company reviews your submission.
* The company creates a potential match.
* You are asked to review match terms.
* A transfer workflow begins.
## Review a proposed match
If the company matches your interest with a seller, you may receive a link to review proposed terms.
Review the details carefully before accepting. The company may still need to approve the match after you accept terms.
## Complete a transfer
If the match moves forward, you may receive a Transfer Portal link. The transfer page will show your next steps, which may include reviewing documents, signing, sending payment, or confirming payment was sent.
Only send payment using the instructions shown in the transfer workflow. If anything looks unclear, contact the company point of contact before sending funds.
## Best practices
* Use the company-authorized link.
* Submit accurate interest details.
* Review match terms carefully before accepting.
* Confirm whether you are buying personally or through an entity.
* Send payment only using the instructions shown in the workflow.
* Track the transfer until it is complete.
# Overview
Source: https://help.rollups.com/control-os/for-shareholders/overview
# ControlOS for shareholders
Shareholders and sellers may use ControlOS when a company has created an approved process for secondary interest or transfers.
## What you can do in ControlOS
Depending on the company's setup, you may be able to:
* Submit interest in selling securities.
* Review a proposed match with a buyer.
* Accept or decline proposed terms.
* Sign transfer documents.
* Provide payment instructions.
* Track transfer progress.
The exact workflow depends on the company and the transaction. Follow the steps shown in your ControlOS link.
## Submit sell interest
If the company sends you a Demand List invite link, use that link to submit your interest.
1. Open the invite link.
2. Choose the selling option.
3. Enter the requested sale details.
4. Review your submission.
5. Submit.
6. Complete email verification if prompted.
Your submission is non-binding. It does not guarantee that the company will approve, match, or complete a transaction.
## After you submit
After you submit, the company can review your interest in ControlOS.
You may receive updates if:
* The company reviews your submission.
* The company creates a potential match.
* You are asked to review match terms.
* A transfer workflow begins.
You do not need to contact the company immediately after submitting unless instructed.
## Review a proposed match
If the company matches your interest with a buyer, you may receive a link to review proposed terms.
Review the details carefully before accepting. The company may still need to approve the match after you accept terms.
## Complete a transfer
If the match moves forward, you may receive a Transfer Portal link. The transfer page will show your next steps, which may include reviewing documents, signing, adding payment instructions, or confirming payment was received.
Do not sign or confirm anything that looks incorrect. Contact the company point of contact if you have questions.
## Best practices
* Use the company-authorized link instead of sending details through informal channels.
* Enter your legal name and holding information carefully.
* Review transfer documents before signing.
* Provide accurate payment information.
* Track the transfer until it is complete.
# Overview
Source: https://help.rollups.com/control-os/overview
# ControlOS
ControlOS helps companies bring secondary market activity into a company-approved process. It gives your team one place to monitor activity, collect interest from buyers and sellers, review potential matches, and manage transfers when they are ready to move forward.
## What is ControlOS?
Secondary transactions can quickly become hard to manage when interest is spread across emails, spreadsheets, brokers, marketplaces, and one-off conversations. ControlOS helps companies create a more structured workflow.
ControlOS includes three products:
* **Scanner** helps your team monitor secondary market activity and keep track of relevant indications.
* **Demand List** gives buyers and sellers a company-authorized place to express interest.
* **Transfer Portal** helps manage the transfer process once a transaction is ready to proceed.
Companies can use one product or all three, depending on how they want to manage secondary activity.
## Who uses ControlOS?
ControlOS supports the main groups involved in a secondary transaction:
* **Company admins** use ControlOS to review activity, manage buyer and seller interest, approve workflows, and oversee transfers.
* **Shareholders and sellers** may use ControlOS to submit interest, review terms, sign documents, and track transfer progress.
* **Investors and buyers** may use ControlOS to submit interest, review terms, sign documents, send payment, and track transfer progress.
## What companies can do with ControlOS
With ControlOS, your company can:
* Keep track of secondary market activity.
* Give buyers and sellers an approved way to submit interest.
* Review potential matches before they move forward.
* Keep transfer steps organized in one workflow.
* Send notifications to the right team members.
* Download records for internal review.
## How the workflow usually works
ControlOS can support a few different workflows, but a typical process looks like this:
1. Your company configures ControlOS and decides which products to use.
2. Scanner helps your team monitor secondary market activity.
3. Demand List gives potential buyers and sellers a company-approved place to submit interest.
4. Your team reviews interest and decides whether a potential match should move forward.
5. If a transaction is approved, Transfer Portal helps organize documents, signatures, payment confirmations, and final company review.
## Have a specific question?
Learn how companies use Scanner to monitor secondary market activity.
Learn how buyers and sellers can submit interest through a company-approved process.
Learn how transfer workflows move from approval to completion.
Send ControlOS alerts to a Slack channel your team already monitors.
Learn what shareholders and sellers can expect when using ControlOS.
Learn what investors and buyers can expect when using ControlOS.
ControlOS workflows vary by company. If something in your experience looks different from this guide, follow the instructions shown in your ControlOS workflow or contact [help@rollups.com](mailto:help@rollups.com).
# Scanner
Source: https://help.rollups.com/control-os/scanner
# Scanner
Scanner helps your company monitor secondary market activity and decide when follow-up is needed.
## What Scanner is for
Companies often learn about secondary interest from many different places: investors, employees, marketplaces, brokers, emails, and internal conversations. Scanner gives your team a central place to review relevant activity and keep a record of how the company responded.
Use Scanner when you want to:
* See recent secondary market activity in one place.
* Add activity your team learned about outside of automated monitoring.
* Preserve evidence or context for a listing.
* Decide whether the company needs to follow up.
* Export Scanner activity for internal review.
## Reviewing activity
The Scanner page gives company admins a view of active secondary indications. Open an item to review the available context and decide whether any action is needed.
Your team can use Scanner as a lightweight operating queue: review new activity, add context if helpful, and keep track of whether the company has responded.
## Add an offline indication
Use an offline indication when your team learns about activity outside of the normal monitoring workflow.
1. Open **ControlOS**.
2. Select **Scanner**.
3. Open **Actions**.
4. Select **Add Offline Indications**.
5. Add the details your team has available.
6. Select **Add Indication**.
The new indication appears in Scanner and can be reviewed alongside other activity.
## Request a scan
Use **Request Scan** when you want ControlOS to check secondary sources for your company.
1. Open **ControlOS**.
2. Select **Scanner**.
3. Open **Actions**.
4. Select **Request Scan**.
5. Confirm your company website.
6. Select **Continue**.
Scanner will show the request status while it is being processed.
## Upload evidence
Evidence helps your team preserve context for a listing or indication.
1. Open **Scanner**.
2. Open an indication.
3. Go to **Evidence**.
4. Upload a screenshot or supporting file.
This is useful when your team wants a record of where an indication appeared and what was visible at the time.
## Send a takedown request
If your team decides an indication should be removed from a source platform, Scanner can help prepare and send a takedown request.
1. Open **Scanner**.
2. Open the relevant indication.
3. Select **Send takedown request**.
4. Add recipients and any message details.
5. Review the preview.
6. Select **Send Request**.
Use this only after your team has confirmed that the request is appropriate.
## Best practices
* Review new Scanner items regularly.
* Add offline indications when activity comes in through email or another channel.
* Upload screenshots when context matters.
* Confirm details before sending takedown requests.
* Keep the company point of contact current so follow-up reaches the right person.
# Slack notifications
Source: https://help.rollups.com/control-os/slack-notifications
# ControlOS Slack app
The ControlOS Slack app sends ControlOS alerts to a Slack channel selected by your team. It is useful when the people reviewing secondary activity already coordinate work in Slack.
## What Slack notifications are for
ControlOS can send Slack notifications for activity across Scanner, Demand List, and Transfer Portal.
Teams commonly use Slack notifications to stay on top of:
* New secondary activity that needs review.
* New buyer or seller interest.
* Matches that need company attention.
* Transfer steps that need review or signatures.
Each message includes context and, when relevant, a link back to the related item in ControlOS.
## Before you install
Before connecting Slack, make sure:
* You can manage company settings in ControlOS.
* Your company has ControlOS set up.
* You have permission to add Slack apps to the workspace and channel.
* Your team knows which Slack channel should receive ControlOS alerts.
We recommend using a dedicated channel, such as `#controlos-alerts`, `#scanner-alerts`, or `#secondary-transfers`, instead of a broad company-wide channel.
## Install the Slack app
1. Open **ControlOS**.
2. Go to **Configuration**.
3. Select **Integrations**.
4. Find **Slack**.
5. Open the Slack actions menu.
6. Choose **Manage** or **Add channel**.
7. Select the Slack workspace and channel that should receive ControlOS messages.
8. Review the requested permissions.
9. Approve the installation.
10. Return to ControlOS.
11. Confirm the Slack channel appears under **Active integrations**.
After installation, ControlOS can begin posting supported alerts to that channel.
## Confirm the installation works
Send a test post before relying on the integration for live workflows.
1. In ControlOS, go to **Configuration**.
2. Select **Integrations**.
3. Find **Slack** under **Active integrations**.
4. Open the Slack actions menu.
5. Choose **Send test Slack post**.
6. Confirm the selected Slack channel receives the test message.
If the test message appears, the Slack channel connection is working.
## Add another Slack channel
You can connect additional Slack channels if more than one team needs ControlOS alerts.
1. Go to **Configuration**.
2. Select **Integrations**.
3. Find **Slack**.
4. Open the Slack actions menu.
5. Choose **Add channel**.
6. Select another Slack channel during the Slack authorization flow.
7. Confirm the new channel appears under **Active integrations**.
## Disconnect Slack
To stop posting ControlOS messages to a Slack channel:
1. Go to **Configuration**.
2. Select **Integrations**.
3. Find **Slack** under **Active integrations**.
4. Open the connected channels list.
5. Select the channel you want to remove.
6. Confirm the disconnect action.
ControlOS will stop posting to that Slack channel after it is disconnected.
## Troubleshooting
If you do not see the Slack integration, confirm you can manage company settings in ControlOS and that ControlOS is set up for your company.
If Slack does not let you approve the app, confirm you have permission to install Slack apps or ask a Slack workspace admin to approve it.
If the test message does not appear, confirm you selected the intended Slack channel and that the app was not removed from Slack. If needed, disconnect and reconnect the channel.
If a ControlOS alert links to a page you cannot open, confirm you are signed in with the right account and have access to the related ControlOS product.
# Transfer Portal
Source: https://help.rollups.com/control-os/transfer-portal
# Transfer Portal
Transfer Portal helps your company manage the transfer process after a buyer and seller are ready to proceed.
## What Transfer Portal is for
Once a secondary transaction is approved, there are still several steps to coordinate: documents, signatures, payment confirmations, company approvals, and cap table updates. Transfer Portal keeps those steps organized.
Use Transfer Portal when your company wants to:
* Prepare a transfer before initiating it.
* Start participant workflows.
* Track progress across buyer, seller, spouse, and company actions.
* Keep transfer documents and status in one place.
* Confirm payment and fee steps.
* Mark completed transfers for cap table reconciliation.
## Create a draft transfer
Use a draft when your team wants to prepare transfer details before initiating the workflow.
1. Open **ControlOS**.
2. Select **Transfer Portal**.
3. Select **Create Draft Transfer**.
4. Enter the transfer details.
5. Review and save the draft.
Drafts can be reviewed before participants receive instructions.
## Initiate a transfer
Initiating a transfer starts the participant workflow.
1. Open **Transfer Portal**.
2. Open a draft transfer or eligible transfer.
3. Select **Initiate Transfer**.
4. Review the message participants will receive.
5. Confirm initiation.
Once initiated, participants receive instructions for their next steps.
## Review transfer details
Open a transfer to see its current status, parties, documents, timeline, and required actions. If the company needs to act, the transfer page will show the next available step.
Use the timeline to understand who needs to act next and where the transfer stands.
## Approve or reject a transfer
Some workflows require company review before the transfer can continue.
To approve, open the transfer, review the details, and select the available approval action. To reject, select the available rejection action and provide the requested reason.
## Company signatures
If the company must sign a transfer document, the assigned company signatory receives a signature request.
The signatory should review the transfer agreement, confirm their information, apply their signature, and submit the signed document. The transfer timeline updates after the signature is complete.
## Payment and fees
Transfer Portal can help track transfer payment and transfer fee steps. Depending on the workflow, buyers or sellers may be asked to confirm that payment or fees were sent or received.
Company admins can review payment status from the transfer page and update records when appropriate.
## Mark a transfer as transferred
When required signatures and payment steps are complete, the company can mark the transfer as transferred and record the completion date.
Completed transfers can then be reconciled against the cap table.
## Reconcile a transfer
Reconciliation is the final company step after a transfer is executed.
1. Open **Transfer Portal**.
2. Go to the completed transfer.
3. Update the cap table with the executed transfer.
4. Mark the transfer as reconciled or complete the available reconciliation action.
## Best practices
* Configure transfer roles before initiating transfers.
* Review transfer agreement templates before live use.
* Configure transfer fee rules before the first transfer.
* Keep company signatory details current.
* Reconcile completed transfers promptly.
* Use the timeline to understand who needs to act next.
# Accounts and settings
Source: https://help.rollups.com/platform/administration/dashboard
## Login & Access
### What login methods are supported?
You can log in with a "magic link" sent to your email, or log in with AngelList.
### As a company administrator, can I use my AngelList account to log in?
Yes. You can also log in to your Rollups dashboard by sending a magic link.
### I used to use AngelList Stack / AngelList Equity for my cap table. Can I log in with the same account?
Yes. During the transition period, you can manage your RUVs from stack.angellist.com as well.
After July 2026, the link you use to manage RUVs will be through Rollups.com.
***
## Company Settings
### How do I change my logo?
You can change your logo by navigating to Company > Overview and clicking Upload Logo.
***
## Permissions
### How do I add people to the dashboard? Can I give someone read-only permissions or otherwise restrict access?
Navigate to Company > Permissions > Add New and input the user's information and permission level.
You can use the pre-set permission level based on role or modify it to fit your specific company's needs.
### How do I make sure someone does/doesn't get AngelList dashboard notifications?
Under Company > Permissions, select the specific user and toggle their notification settings.
### Can I share my investor dashboard with my back office or legal team?
For sure! Log in to your dashboard, then head to the account settings and add an additional user.
***
## Pricing Plans
Review current Rollups RUV pricing on the [RUV pricing page](https://rollups.com/ruv#pricing).
If you're unsure which pricing plan applies to your RUV, contact us at [help@rollups.com](mailto:help@rollups.com).
## Platform Security
### How do you use our data?
We do not sell or transfer your private data. Our full terms and conditions provide additional detail on how we protect your data [here](https://app.rollups.com/terms).
### Is your platform secure?
We have successfully completed a SOC 2 audit which assesses a service organization’s internal controls governing its services and data. These controls include security, availability, processing integrity, confidentiality, and privacy as [outlined](https://www.aicpa.org/topic/audit-assurance/audit-and-assurance-greater-than-soc-2) by the American Institute of Certified Public Accountants (AICPA).
You can find additional information on our information security [here](https://app.rollups.com/security).
***
### I have a question that isn't answered here. Who can I reach out to?
We'll be happy to help you at [team@rollups.com](mailto:team@rollups.com).
### Can you provide us with legal advice or act as a transfer agent?
We cannot provide legal advice.
We do not provide transfer agent services. Our focus is on supporting private U.S. companies that rarely require a formal transfer agent.
# Overview
Source: https://help.rollups.com/platform/overview
How Rollups helps companies consolidate stakeholders
## About Rollups
### What is Rollups?
Rollups ([rollups.com](http://rollups.com)) builds products for founders and companies:
* [Roll Up Vehicles (RUVs)](/ruv/overview)
* [Consolidation Vehicles (CVs)](/consolidate/overview)
### I'm in the wrong place.
* Fund GPs / LPs / investors: log in at [Venture.AngelList.com](https://venture.angellist.com/)
* AngelList cap table administrators: log in at [Stack.AngelList.com](http://stack.angellist.com)
* Stakeholders of startups that use AngelList cap table: log in at [Stack.AngelList.com](http://Stack.angellist.com)
### Is Rollups software or a service?
Rollups is a web-based application for companies to launch, manage, and track [Roll Up Vehicles](/ruv/overview) (RUVs), and [Consolidation Vehicles](/consolidate/overview) (CVs). Rollups is also a team of experts that support companies' fundraising rounds and stakeholder consolidation efforts.
### Do investors use Rollups?
Rollups is where companies manage RUVs and CVs. Investors use their AngelList accounts to invest in RUVs, track their RUV investments, and receive documents.
### What is the relationship between Rollups.com and AngelList?
Rollups LLC is a subsidiary of AngelList. Rollups is the dedicated brand for building products for companies. AngelList infrastructure continues to power the Roll Up Vehicle investment experience.
## Platform information
For more information about how to log in to or navigate Rollups.com, go here:
Accounts & Login Instructions
# RUV vs Direct
Source: https://help.rollups.com/platform/ruv-vs-direct
## Direct vs RUV: two valid ways to bring investors onto your cap table
Founders usually choose between two paths when raising from multiple angels, operators, or friends & family:
1. Add each investor directly to the cap table
2. Pool them into a single line using a Roll Up Vehicle (RUV)
Both approaches work. The real difference is how cost and admin scale as your company grows.
## The simplest way to think about it
* Direct investors → each person you add becomes an ongoing cost (legal, admin, cap table fees, future signatures & consents, etc.) — those costs compound over time
* RUV → one fixed cost and one stakeholder on the cap table, even if you add 5, 50, or 250 people
## Where the cost actually comes from
| Cost driver | When it shows up | Direct investors | With an RUV |
| :- | :- | :- | :- |
| Onboarding (KYC, investment doc execution, wire coordination) | At time of investment | Repeated per investor | Done once at the vehicle level (investor-level items are managed by our team) |
| Cap table fees (software / admin) | Annual | \~\$100–\$200 per investor, per year | One entry for RUV (no per-investor lines/cost) |
| Stockholder consents & signatures | Every corporate action (eg: financing, M\&A, equity plan update, amendment, etc.) | One signature per investor | One signature total |
| Legal/admin for stockholder changes | Anytime investor updates ownership (entity transfers, secondary, etc.) | Repeated per investor | Handled at vehicle level |
| Distributions | Liquidity event | Separate tax docs + wire info and execution per investor | One wire info and execution + one tax flow |
| Audit / tax touchpoints | Each year or diligence event | Repeated per investor | One per vehicle |
One direct investor is more than just one action today — it’s **\~100 small actions** over the life of the company.
### Other items that matter just as much (if not more)
✓ **Faster rounds** — one signature instead of chasing 10–20 people\
✓ **Cleaner diligence** — makes diligence for future VCs faster with one (familiar) cap table line\
✓ **Less founder time lost** — fewer follow-ups, fewer admin loops, fewer repeats\
✓ **Cleaner narrative** — avoids the common “messy cap table” risk, which leads to slowdown in future financings and M\&A reviews
These don’t show up as fees, but they do show up in **time, speed, and attention** (usually more expensive than pure dollar cost).
## When direct is totally fine
✓ You only have 1–2 investors\
✓ The investor is a large fund or someone who needs their own line on the cap table\
✓ You don't mind the legal/admin costs and any delays from signature executions in future
Direct is the right choice when simplicity today doesn’t create complexity later.
## When an RUV usually makes more sense
✓ You're raising from a group of strategic angels / operators and friends & family\
✓ You want one clean cap table line instead of a growing list of individual investors\
✓ You want future rounds and stockholder consents to move faster (one signature vs many)\
✓ You want to prevent legal/admin costs from compounding over time
RUV is how founders avoid turning today’s raise into tomorrow’s cap table burden.
## Founder takeaway
Direct is simplest when the group is small and static. Once you start bringing in multiple individual checks, the long-term cost of managing them (cap table fees, legal/admin costs, etc.) often ends up being multiples of the one-time RUV fee.
An RUV keeps that cost flat by turning many small investors into a single stakeholder on the cap table.
So, founders typically weigh the “right” option based on how many people they expect to add and how much admin they wish to carry forward.
Set one up and start inviting investors in under 5 minutes
# Closing an RUV
Source: https://help.rollups.com/ruv/closing-an-ruv
## Starting the Closing Process
When you are ready to close your RUV, simply follow the instructions in the closing checklist.
Within your RUV dashboard, select "RUV Closing Checklist," as seen here:
**You'll be prompted to complete the following steps:**
1. **Add and confirm your bank information.**
This is where you would like the funds to be disbursed.
*Add the bank account where you’d like to receive RUV funds.*
*Select your bank account and press Save.*
2. **Confirm the existing commitments and pause your RUV to new commitments.**
This closes the round to new investors and confirms that the amount collected is the final amount that you would like to close with.
3. **Submit your final deal documents.**
You can either generate a standard Y Combinator SAFE with your terms, upload your own investment documents, or provide an e-signature link to your deal documents.
You can either upload your deal documents or provide an e-signature link. You can find the signature block for your investment documents by selecting "View signature block."
You'll be prompted to loop in your attorneys to send the closing documents. This will send an email, cc'ing you, that includes the round information, the signature block, and the documents needed to close the investment.
**Typical equity round documents include:**
* pro forma/cap table
* Stock Purchase Agreement
* Disclosure Schedule
* Voting Agreement
* Right of First Refusal and Co-Sale Agreement
* Investors' Rights Agreement
* Amended & Restated Certificate of Incorporation
You can send the signature packet on the thread or via an e-signature platform. If you are sending draft equity financing documents, confirm the valuation and specify the price per share and the exact wire amount based on the total raise in the RUV.
We cannot wire funds until all the investors have funded their commitments and completed the KYC review.
4. **Select "Review and Close RUV."**
This will lead to an overview of your round, allowing you to review your RUV fundraise. You will be shown the RUV invoice as well. At this point, you can "Confirm and begin transfer" to fully complete the closing process.
## Can I update the closing deadline?
If you are not ready to close, you can update the deadline from your dashboard \[Close Date > Pen].
## Get RUV Signature Block
AngelList will provide the signature block that has the legal name of the RUV, its address, and signatory information; this information is unique for each RUV. The signature block is available on your dashboard by clicking ‘RUV Closing Checklist,’ > ‘Submit deal documents’ > ‘View signature block.’
## Can I close the RUV to new investors?
Yes, you can close the RUV to new investors by selecting ‘Actions’ in the top right-hand corner and then selecting ‘Close Round.’
## If I close the RUV, will pending investors be able to complete the process?
Yes, anyone who has already signed will be able to complete the investor closing flow, but new investors will not be able to commit to the RUV.
We can begin the closing process on our end even if all the investors have not completed the flow. That said, we will need all the investors to be marked as "completed" before we can wire the funds.
## Can I do multiple closes?
No, we're unable to do multiple closes or rolling closes. We can only close the RUV once, when all investors have committed and funded their investments.
# RUV FAQ for Investors
Source: https://help.rollups.com/ruv/for-investors/ruv-faq
## Understanding RUVs
### What are Roll Up Vehicles (RUVs)?
RUVs are special purpose vehicles that allow founders to consolidate multiple investors into a single entity (the RUV), which then signs the investment documents and sends a single wire to the company. They save founders from managing multiple investors' paperwork and legal costs, both now and in future rounds. Rollups and AngelList handle the entity formation, collection of funds, tax filings, and post-investment activities for the lifetime of the RUV.
* Click here for visual guides to help complete your investment in the RUV.
### Why do companies use Roll Up Vehicles?
RUVs allow companies to have a cleaner cap table, which can position them better for future fundraises or M\&A transactions. RUVs also allow the company to accept investors that they otherwise would not accept directly due to the check size or logistical constraints. In addition, we find that companies often save tens of thousands of dollars on cap table costs and administration as compared to accepting direct checks. Our estimates suggest that a seed stage company that is considering using an RUV for 45 angels will save \$75,000 over the lifetime of the company (when compared to the costs of allowing 45 direct investments).
### What is the legal structure of the RUV?
RUVs are structured as series of Delaware limited partnerships. Each RUV is a distinct series under a master partnership called "Roll Up Vehicles, LP".
An example RUV legal name would be "LD Fund I, a series of Roll Up Vehicles, LP". This is the entity name that will appear on the company's cap table and sign the investment documents.
The fund's general partner is Fund GP, LLC, a Rollups- and AngelList-approved entity. The RUV's Investment Adviser is Platform Advisor, LLC (unless otherwise indicated). RUVs are administered by Belltower Fund Group, Rollups and AngelList's preferred fund administrator.
### How are these legally different from normal AngelList SPVs?
RUVs are specifically designed for companies in a way that addresses important compliance and conflict of interest issues, while AngelList SPVs are more suited for venture funds and syndicates.
RUVs utilize the same AngelList SPV documents, which you may have seen before, but without formal advisory involvement from an external third party (specifically, the RUV offering does not involve a "Fund Lead" or "Sub-Adviser" and there are no management fees or carry charged on the vehicle).
Rather, Platform Advisor, LLC performs the role of an Investment Adviser that acts in the best interest of the investors in the RUV. Any decisions are based on standard market practices that align with similarly situated shareholders.
### Is this different from making a direct investment?
Yes. In a direct investment, you invest in the company directly. With an RUV, you invest through a limited partnership vehicle, and that vehicle makes one investment in the company on behalf of all participating RUV investors.
## What is the difference between investing directly vs through an RUV vs through an SPV?
| | **Direct** | **RUV** | **SPV** |
| - | - | - | - |
| **Definitions** | Direct means investors participate in the company’s round individually. | RUV stands for Roll Up Vehicle and is purpose-built for companies to pool investors into a single vehicle, compliantly. | SPV stands for Special Purpose Vehicle and is built for VCs to pool investors into a single vehicle. |
| **What does it mean?** | - Investors sign Company financing docs (SAFE/equity round docs); wire funds directly to Company | - Investors sign RUV’s subscription docs; wire funds to RUV
- Then RUV signs Company’s financing docs; wires funds to Company.
- RUV managed through Rollups & AngelList by Company | - Investors invest via pooled vehicle, run by the VC (or GP) that is running the SPV who serves as its Manager / General Partner (the “lead”)
- Investors sign SPV’s subscription docs; wire funds to SPV
- Then SPV signs Company’s financing docs; wires funds to Company
- SPV managed through AngelList by VC |
| **Who makes decisions?** | Each investor manages their own investment, including legal reviews, signatures, consents, and notices. | Centrally managed through Rollups & AngelList\*, as per standard market practices followed by similarly situated investors. | SPV lead manages and decides on behalf of all investors. |
| **Cap table representation** | Investors are direct shareholders on company’s cap table. | Investors are Limited Partners in a pooled vehicle (i.e. RUV). The RUV is a direct shareholder on company’s cap table. | Investors are Limited Partners in a pooled vehicle (i.e. SPV). The SPV is a direct shareholder on company’s cap table. |
| **Investor economics** | Investors keep full ownership of their investment in the company. | Investors retain full 1:1 ownership economics (no fees/carry deducted). | Investor ownership and returns are potentially reduced by fees and carry paid to the VC/GP. |
| **Costs to Company & Investors** | Low upfront costs for company and investors, but legal, admin and cap table costs compound over time. | Company pays nothing to start raising, then pays a flat one-time admin fee when finished raising the RUV. Investors pay nothing (no admin fee, SPV management fee, or carry). | Company generally pays no fee. Investors often pay various fees: one-time or ongoing admin and management fees, and carried interest. |
| **Investor voting rights** | Each investor holds and exercises their own standard rights tied to their position. | RUV holds the standard rights tied to its position. Generally, the RUV exercises these neutrally through AngelList & Rollups\*. Companies may handle certain routine votes. | SPV holds the rights; the lead decides how they’re used on behalf of all investors. |
| **Pro-rata rights** | Each investor negotiates directly with the company. | Not standard, but companies may offer pro-rata to individual RUV investors (via direct allocation or through a new RUV). | SPV lead negotiates with the company; if they secure pro-rata, they decide how to share or use it. |
| **Pay-to-Play** | If the company sets pay-to-play terms, investors must participate directly or face dilution. | If the company sets pay-to-play, the company may set up a new RUV and call on investors for more capital. | If the company sets pay-to-play, the lead decides whether the SPV participates and may call on investors for more capital. |
| **Exit management** | Investors self-manage the exit logistics | Professionally managed through Rollups & AngelList – investors receive cash distributions or share delivery, if applicable. | SPV lead manages on behalf of the group, with SPV admin support if available. |
*\*RUVs use a standardized, platform-advised structure where Rollups & AngelList-approved entities, via Fund GP, LLC, and Platform Advisor, LLC, serve as the legal General Partner and Investment Adviser respectively, to manage fund compliance. Platform Advisor, LLC is an* [*Exempt Reporting Advisor*](https://www.angellist.com/learn/exempt-reporting-advisor) *and makes required annual filings with the SEC.*
This comparison chart is provided for a high-level overview only of the most common configuration for RUVs and should not be considered a replacement for reading the legal documents. Please consult the RUV fund documents (LPA, PPM, and Subscription Agreement) and any applicable disclosures for full details.
### When should I consider direct investment instead of an RUV?
You may want to consider a direct investment if you're an institutional investor (such as a large venture capital fund) that cannot delegate voting rights, cannot invest in other funds, or both you and the company want to maintain direct negotiations for all future decisions.
## General Questions
### How easy is it for me as an investor?
Investors often say that investing through RUVs is significantly easier than making direct investments. RUVs allow investors to complete their commitment within minutes and fund their commitment over ACH or wire. Crypto is no longer available as a funding mechanism. We are working on a longer term solution to bring it back.
### Do I need to be accredited?
Yes. All investors in RUVs must be [accredited](https://help.angellist.com/hc/en-us/articles/360048803251-Accredited-Investors). For most Roll Up Vehicles, a self-attestation of accreditation status is collected during the investment process.
### Does AngelList perform a KYC check?
Yes. We verify investor identity as required for banking purposes. After completing the investment flow, we automatically verify individual investors using their name, address, and date of birth.
For entity investors that don't pass automatic verification, our KYC team will request additional documentation via email.
Once verified, you can reuse this KYC-approved entity for future investments on AngelList.
### What information do I need to provide for KYC?
For individual investors: Name, address, date of birth, social security number/tax ID, government-issued ID (if requested).
For entity investors: Entity details and documentation, beneficial owner information, additional documents based on entity type and jurisdiction.
### How much does an RUV cost for investors?
The cost of the RUV administration is generally paid for by the company, so you generally incur no additional administrative cost for making your investment. Any potential state filing fees (i.e. [Blue Sky Fees](https://learn.angellist.com/articles/blue-sky-laws#toc_3_H2)) are also paid for by the company.
## Investment Documents
### **What documents will I sign?**
As an investor in the RUV, you do not sign the actual investment docs (like a share purchase agreement or a SAFE). Instead, by closing online, you subscribe to the special purpose vehicle (i.e. the RUV), which is the entity that will sign the actual investment docs with the company.
Specifically, you are e-signing (on AngelList) RUV closing documents that consist of:
1. **The (RUV) Limited 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.
Here's the default RUV closing docs if you'd like to review: [draft-ruv-closing-docs.zip](https://storage.googleapis.com/al-stack-public/uploads/mwrTe0/Yosemiteai-Demo-ClosingDoc.zip)
Once the RUV is finalized, you will be able to access the executed RUV closing documents from your [AngelList Investor Dashboard](https://venture.angellist.com/v/i/portfolio/dashboard).
### Will I get a copy of the financing documents?
The documents you sign and will receive are related to the RUV commitment itself. We generally do not share the underlying company financing docs with RUV investors, though you may ask the company for those documents.
As the Investment Adviser, AngelList's approved entity reviews the financing documents before signing them to ensure the investment terms generally match what the company disclosed to you on the platform.
### What if the investment terms are changed after my commitment?
If any material investment terms disclosed when you committed later change in a way that materially disadvantages investors, we will notify you and give you the option to opt out of the investment.
Examples of changes that may trigger an opt-out option include adverse changes to the funding instrument, valuations, or discount terms.
# **Rights & Restrictions**
## How does the voting proxy work?
The proxy gives the company the right to vote on behalf of the RUV for non-Material Matters. For Material Matters, the AngelList-approved Investment Adviser makes the voting decisions based on standard market practices that align with similarly situated investors.
Material Matters can generally be separated into two categories:
**1. Anything impacting the rights, privileges, and responsibilities of the investors** ***(Ex: If the preferred stock that investors acquire comes with certain rights and there is an instance where they could potentially lose those rights).***
**2. Any changes to the company** *(Ex: If the company is preparing for an IPO, going for a merger, or undertaking a major corporate restructuring, such as when the company is splitting off or rolling into another entity).*
Below is a sample of the Proxy. [Sample Proxy for RUV](https://storage.googleapis.com/al-stack-public/uploads/TLsyDc/Sample_Proxy_for_RUV.docx)
## How are pro-rata rights handled?
RUVs generally do not have pro-rata rights in the portfolio company's future financing rounds. While some companies may offer pro-rata rights, pro-rata rights vary in strength, and can often be waived or removed at the company's discretion.
## What about pay-to-play provisions?
RUVs generally do not participate in pay-to-play financings. The company would retain the discretion to offer, or not offer, the ability for RUV investors to participate directly.
## Will I be entitled to a token warrant if the deal's terms included one?
If the deal includes a token warrant, it is offered to the RUV, and the company agrees to the provisions of Rollups & AngelList's RUV Token Warrant pricing & guidelines, then the RUV may purchase a token warrant for the vehicle. The exact distribution and exercise mechanisms vary, but should the warrant be exercised and sold into USD, the proceeds are sent to the RUV and distributed back to you pro rata (as an RUV investor).
## Are there transfer restrictions on the members?
Yes. Generally, you will not be able to freely sell or have your investment redeemed. The RUV is a good instrument for long-term investors. The RUV template documents contain customary transfer restrictions that prevent limited partners in the RUV from transferring their interests in most cases. These are specified in Article 6 of the LPA.
That said, the LPA allows transfers for estate planning purposes. In those cases, email [invest@angellist.com](mailto:invest@angellist.com) to initiate a transfer and we'll guide you through the process.
## What about liquidity & exits?
If a secondary liquidity opportunity is presented to the RUV by the company, the investment adviser will generally not sell shares in a secondary sale opportunity. For an exit, when we receive distribution proceeds, we will distribute them to LPs. In some cases (like an IPO or acquisition by a public company), we may directly disburse stock to the brokerage accounts of the RUV members, depending on the feasibility, volume, and fees associated with the transaction (which are passed through to the RUV).
# Tax & Reporting
### Do QSBS benefits flow through to investors?
RUVs are Delaware limited partnerships that are pass-through entities, so any eligible QSBS benefit or other benefits would flow through when investing in an RUV\*.
*\*Not tax advice. Consult your own tax advisor.*
### Will I receive a K-1?
The RUV will issue a K-1 to you, but it generally will be a \$0 K-1 in the first year (we are required to create one in the first year of the RUV). Future years will only have a K-1 issued if there is a distribution or other taxable activity.
## Other articles that may be useful
1. [What are the tax consequences for non-U.S. investors?](https://help.venture.angel.co/hc/en-us/articles/360048160431-What-are-the-tax-consequences-for-non-U-S-investors-in-syndicates-)
2. [I'm foreign. Do I need to file a U.S. tax return?](https://help.venture.angel.co/hc/en-us/articles/360047686012-I-m-foreign-Do-I-need-to-file-a-US-tax-return-)
3. [When will I receive my K-1 for the prior tax year?](https://help.angellist.com/hc/en-us/articles/360047685832-When-will-I-receive-my-K-1-for-the-prior-tax-year)
4. [My tax package says I won't receive a K-1 for the year, why not?](https://help.venture.angel.co/hc/en-us/articles/360047685812-I-invested-in-a-fund-during-the-past-tax-season-but-my-tax-package-summary-says-I-won-t-receive-a-K-1-for-the-year-Why-not-)
[Link to more Investor Tax FAQs](https://help.angellist.com/hc/en-us/sections/33513623589645-Legal-Regulatory-Taxes)
Browse more FAQs about Account Settings, Funding Investments, Portfolio Management, Transfers, Distributions, Withdrawals, Legal, Regulatory, & Taxes.
*Note: This FAQ is for informational purposes only. Please consult your legal and tax advisors for professional advice. Rollups & AngelList provide software and document templates but cannot provide legal advice.*
Have other questions? Email us at [team@rollups.com](mailto:team@rollups.com)
# Guide to Invest in an RUV
Source: https://help.rollups.com/ruv/for-investors/ruv-guide
# Getting Started
## **What does the investment process look like?**
The process is designed to be completed within minutes using e-signatures and multiple funding options.
Below are step-by-step guides to what you will see:
# Funding Your Investment
## Can I invest through an entity?
Yes, however, an entity must also meet accreditation requirements and complete KYC checks. In addition, the entity should not be formed for the sole purpose of investing in the RUV.
## Can I invest through my IRA?
Yes. While AngelList isn't an IRA custodian, we work with many IRA providers to facilitate investments. Here's a [list of supported IRA custodians](https://help.angellist.com/hc/en-us/articles/32869078363149-Which-IRA-custodians-does-AngelList-support). Note that a typical IRA investment can take 1-2 weeks to complete. Also, we generally cannot accommodate ERISA or FOIA regulated entities.
([More FAQs about investing via an IRA](https://help.angellist.com/hc/en-us/sections/32869236502413-Investing-via-IRA))
## Can I invest on behalf of my family?
Yes, each investor account can include multiple investment entities, allowing investments for yourself and for immediate family (spouse/parents) across different legal structures to be managed in a single account.
* [KYC](https://help.rollups.com/ruv/managing-investors#does-rollups-perform-a-kyc-check) and [Accreditation](https://help.rollups.com/ruv/managing-investors#who-can-invest) info for each investment entity is required.
* Due to banking compliance laws, investment funds must only be sent from the respective investment entity's bank account, or they may be returned.
An investment entity is the legal structure used to make investments, such as
an individual, trust, LLC, Corp, LP, or IRA.
## How can I fund my commitment in the RUV?
You can fund via wire transfer (U.S. and international) or ACH (U.S. only).
## Where do I find the RUV's wire instructions?
After completing your e-sign and commitment, you'll be provided with dedicated wire instructions under the "Transfer Funds" button. You'll also find these details in the confirmation email sent after completing your commitment.
## Can I wire from an international bank?
Yes, as long as the sending entity/individual's name matches the name on your commitment, and the entity/individual completes and passes the required KYC checks.
When going through the closing flow, you can select "Wire" as the funding method. After completing your e-sign and commitment, you'll be provided with dedicated wire instructions to fund from a non-U.S. bank account, under the "Transfer Funds" button. You'll also find these details in the confirmation email sent after completing your commitment.
Please verify all wire details with your bank before sending the transfer. Incomplete or incorrect wire information will result in the wire being returned and may incur fees from intermediary banks.
Banking compliance and AML (Anti-Money Laundering) rules require funds to come from the same entity that made the investment commitment.
## How can I add or invite my team to my account to complete actions on my behalf?
As an account owner/admin, you can directly add team members and customize permissions through the platform. To add:
1. Log in to your AngelList account and visit the [**Team Members**](https://venture.angellist.com/v/i/team-members) page.
2. Click the “**Add Team Member**" button in the top-right corner of the page.
3. Enter the new team member’s name, email address, and set their account permissions. For guidance on permissions, check out [this article](https://help.angellist.com/hc/en-us/articles/32634130106637-How-do-I-add-or-invite-other-users-to-my-account), or learn how permissions affect notifications [here](https://help.angellist.com/hc/en-us/articles/32634889264269-How-do-team-member-permissions-impact-AngelList-emails).
4. Click “**Invite Team Member**” to send the invitation.
5. The new team member will receive an email from AngelList prompting them to accept the invitation.
6. Once they accept and create login credentials, they will have access to the account based on the assigned permissions.
# Managing Your Investment
## **Can I adjust my commitment?**
Yes. To increase or cancel a commitment before the RUV has been finalized, email [invest@angellist.com](mailto:invest@angellist.com).
## Where can I find the finalized closing documents?
After the RUV has been closed and finalized, you'll receive an email notification. After that, the finalized documents will be available for your records on your [AngelList Investor Dashboard](https://venture.angellist.com/v/i/portfolio/dashboard).
## **How do I manage my investment after close?**
Everything is managed through your [AngelList Investor Dashboard](https://venture.angellist.com/v/i/portfolio/dashboard) where you can track your investment details, review documents, and access tax forms when available.
## **Can I see who else invested in the RUV?**
No, RUV investors will not be able to see who else invested or how much was raised through the RUV.
## Will I receive updates about my investment?
You may receive updates about company performance or requests for assistance. These are shared at the company's discretion, and if shared through the platform, you will also be notified via email.
## How do I withdraw funds to my bank account?
If you've received refunds or distributions, they'll be deposited in your [Funding Account](https://angel.co/v/i/funding-accounts) on AngelList. To withdraw funds to your bank account:
1. Ensure you have your account info added under either "**ACH Bank Accounts**" or "**Wire Withdrawal Accounts**."
2. Use the “**Transfer Funds**” feature to withdraw through ACH (U.S. accounts only) or wire.
You can find more information about withdrawing funds [here](https://help.angellist.com/hc/en-us/articles/32870711870477-How-do-I-withdraw-funds-from-my-account).
Browse more FAQs about Account Settings, Funding Investments, Portfolio Management, Transfers, Distributions, Withdrawals, Legal, Regulatory, & Taxes.
*Note: This FAQ is for informational purposes only. Please consult your legal and tax advisors for professional advice. AngelList provides software and document templates but cannot provide legal advice.*
Have other questions? Email us at [team@rollups.com](mailto:team@rollups.com)
# Managing an RUV
Source: https://help.rollups.com/ruv/managing-an-ruv
## Can I add a previous investor into the RUV?
No. RUVs are designed for new capital. To be included in the RUV, all funds must flow through the RUV, as it is the RUV that is making the investment into the company.
If you’d like to bring in existing investors, our Consolidation Vehicle offering may be a better fit. Consolidation Vehicles enable you to consolidate existing stakeholders into one entity without them losing any economic interest or tax benefits. You can learn more [here](https://rollups.com/consolidate).
## Is my RUV public?
All deals are private and only visible to investors who have an invite link.
Rollups does not publish your RUV anywhere, nor will it be indexed or advertised broadly. Once your RUV is live, it is only visible to people you’ve explicitly invited via an invite link.
You cannot use RUVs to generally solicit investments, which means you *cannot* post investment links (or even mention that you have a live RUV) publicly, since that could be considered general solicitation by the SEC and trigger increased reporting requirements for both the RUV and your company.
## Will investors or others know who invested in my RUV?
No. Investor profiles and their investments are not public or searchable. Investors will also not know who else invested in the RUV.
Additionally, investors will not see:
* The RUV allocation
* A progress bar
* Any indication of how much has been invested within the RUV
## How do I invite investors to my RUV?
Click the 'Invite' button at the top right corner of your RUV dashboard. You can click 'Copy' to copy the invite link that you'd like to share with your investors.
Each RUV will have three default invite links with \$1,000, \$25,000, and \$100,000 minimum investment amounts and no maximum, respectively. If you'd like to set a custom investment minimum, maximum, or exact amount, click 'New Link'.
**To set an exact investment amount:** Enter the same value for both minimum and maximum.
**To create an invite link without an investment cap:** Leave the maximum field blank.
## Can I share the RUV link publicly?
Most companies fundraise using a regulation called Regulation D 506(b), which allows startups to raise money and offer securities. While this regulation allows for fundraising, it restricts [general solicitation](https://www.sec.gov/resources-small-businesses/exempt-offerings/private-placements-rule-506b) or the marketing of securities. This means that you cannot share the RUV invite links publicly (Twitter, newsletters, press blogs, etc.) or publicly mention that you have a live RUV running.
As a rule of thumb, we recommend only sharing your private invite link to invest with people in your pre-existing personal network.
## Can I change the terms of my deal?
Yes, you can make changes to your deal terms. That said, while some changes are simple updates, others may require us to notify the investors of the change.
We're required to notify investors in some instances to ensure that everyone is on the same page regarding the terms of their investment. For example, if an investor commits expecting one set of terms that are later materially changed, we'll need to notify them.
If helpful, feel free to contact us at [team@rollups.com](mailto:team@rollups.com) if you need to change any investment terms. We'll help determine if the change requires investor notification.
## What counts as a "material change"?
A material change is anything that would likely influence an investor's decision to invest or not.
## How does the notification process work?
**Step 1:** You contact us about a change at [team@rollups.com](mailto:team@rollups.com) or we'll reach out to you if we notice a material change in the terms.
**Step 2:** We'll assess if it requires an investor notification.
**Step 3:** We'll align with you on the timing and messaging of the notice.
**Step 4:** We send the notification email to all committed investors.
**Step 5:** Investors will have 48 hours to let us know if they'd like to update their investment decision.
## Can I go over the allocation?
When you set up an RUV, you can indicate your target allocation for the RUV. However, this is merely for your own informational purposes - the amount you raise can be more or less than that. Investors do not see the RUV allocation amount.
If you've raised more capital than what you want to have invested in the company, you can scale back LPs. There are usually two ways we see founders scale back investors:
1. All investors proportionally
2. Reducing select investors
Investors whose investment gets reduced will see any excess funds returned to their AngelList account (not their bank account). From there, investors can either withdraw funds to their bank account or apply them towards their next investment on AngelList. We will notify LPs of the refund.
## Is there a maximum investment amount in the RUV?
There is no maximum investment amount for an RUV. Companies have raised anywhere from \$50K to \$100M+ through RUVs. However, investor count limits still apply: if the RUV raises more than \$12M, the accredited investor limit drops to 99, down from 249 for RUVs raising under \$12M. When needed, RUVs can also support a parallel fund structure: a separate fund for qualified purchasers that can include up to 1,999 additional investors.
## How does a voting proxy work?
Generally, a proxy voting agreement can give you the right to vote on behalf of the RUV for non-material matters.
## What would be considered a material matter?
Material matters can generally be separated into two categories:
1. **Anything impacting the rights, privileges, and responsibilities of the investors.** *Ex: If the preferred stock that investors acquire comes with certain rights and there is an instance where they could potentially lose those rights.*
2. **Any changes to the company.** *Ex: If the company is preparing for IPO, going for a merger or major corporate restructuring (the company splitting off or rolling into another entity).*
Below is a sample of the Proxy. [Sample Proxy for RUV](https://storage.googleapis.com/al-stack-public/uploads/TLsyDc/Sample_Proxy_for_RUV.docx)
## Can I run more than one RUV at the same time?
Yes! You can raise with more than one RUV at a time. This allows you to raise on two separate terms (one set of terms per RUV).
## Does Rollups provide any side letters?
If a Pro-Rata side letter, Proxy Letter, or Tax Rep Letter is required, we will provide them to you. If you want to use your own side letters or want the RUV to sign any additional side letters, we will have to have them reviewed internally.
## Can I add people to manage the RUV?
You can grant team members access in the [dashboard permissions](/platform/administration/dashboard#permissions).
## What does the investor flow look like?
To preview what your investors might see, you can copy and paste the invite link into your browser. You can also see a walkthrough of the [investor flow here](/ruv/for-investors/ruv-guide#what-does-the-investment-process-look-like).
## Can I use my own documents?
When it comes time to [close the RUV](/ruv/closing-an-ruv), you will send us the company's financing documents. Before we close the RUV, we will verify that the terms of the documents match what was disclosed to investors.
# Managing Investors
Source: https://help.rollups.com/ruv/managing-investors
# Overview & Platform Basics
## How easy is it for investors?
Investors often say that investing through RUVs is significantly easier than making direct investments. RUVs allow investors to complete their commitment within minutes and fund their commitment via wire or ACH.
## Do investors invest through Rollups or AngelList?
Rollups' investor experience is powered by AngelList. We use AngelList's institutional-grade investment platform to power investments on Rollups. Investors will not see Rollups branding and can use their AngelList accounts.
## Do investors need a Rollups profile or an existing AngelList account?
No, they do not need to have a Rollups profile, nor do they need to already have an AngelList account.
Investors do not need to register on Rollups as the investor experience is powered by AngelList. They can create an AngelList account during the investment process. You can invite investors by sharing your custom invite links with them. These links take them directly to your RUV investment page and through an expedited sign-up flow.
# Investor Requirements & Eligibility
## Who can invest?
Only [accredited investors](https://help.angellist.com/hc/en-us/articles/360048803251-Accredited-Investors) can invest in your RUV. Investors must meet at least one of these SEC requirements:
* **Income Requirement**: \$200,000 individual income or \$300,000 joint income with spouse for the past two years
* **Net Worth Requirement**: \$1 million net worth (excluding primary residence)
Investors will self-certify their accreditation status during the investment process. While [investors need to be accredited](https://help.venture.angel.co/hc/en-us/articles/360048803251-Accredited-Investors), they do not need to provide documents to AngelList to verify their accreditation status when investing in private RUVs.
## What countries/regions are not supported?
Due to regulatory requirements, investors from the following regions cannot participate in RUVs: Afghanistan, Belarus, Cuba, North Korea, Iran, Russian Federation, South Sudan, Sudan, Syria, specified regions of Ukraine (Kherson, Zaporizhzhia, Donetsk, Luhansk, and Crimea), and Venezuela. If you are unsure, please ask about the specific region or country in mind.
## Do investors need to be approved on AngelList or Rollups?
No. Investors do not need to pre-apply, but investors will need to confirm that they qualify as an accredited investor to view the deal page. Additionally, they will need to pass our [KYC ('know your client')](#does-rollups-perform-a-kyc-check) check.
## Does Rollups perform a KYC check?
Once an investor completes the investing flow, we automatically attempt to verify their identity using the information they provided (name, address, date of birth). We are required by law to perform these checks.
For investors investing with an entity that fails the automatic checks, our KYC team will follow up via email asking for additional information.
This check is only performed once for each entity that an investor is investing with, not every time they are investing. You can track the status of an investor's KYC check in your dashboard. "Pending KYC" means the KYC check is not complete yet. No label means the KYC check is done.
# Investment Process & Flow
## What does the investor closing flow look like?
Here’s the step-by-step investor flow for your RUV. To preview it yourself, open your private invite link in an incognito/private browser window.
Investors can either create a new account or sign in to an existing one.

Once logged in, the investor will need to confirm that they are an accredited investor.
They will be taken to the deal page, where they can review the terms of the raise, view the memo, and review any disclosures and risks. On the deal page, they can start the commitment process by inputting an investment amount.
After clicking **Invest**, investors will enter their investment entity and tax details, choose a funding method, confirm their commitment, and [e-sign the documents](#what-do-investors-sign).
If an investor is requesting wire instructions or a wire callback, introduce them to us at [invest@angellist.com](mailto:invest@angellist.com).
After clicking Commit & E-sign, investors are taken to the Next Steps page with funding instructions (for wire or crypto) and any additional [KYC information requests](#does-rollups-perform-a-kyc-check), if needed.
Investors will also receive a confirmation email that outlines next steps.
## What types of entities can investors invest with?
Investors can invest as an individual; through a trust; through a company (LLC or corporation) or checkbook IRA; as a fund relying on Section 3(c)(1) or 3(c)(7); as a DAO; or through a self-directed IRA. They’ll select the appropriate entity during the investment flow. They'll need to provide information about their investment entity for our KYC ('know your client') review.
## What investor tax information is needed?
They’ll select their U.S. tax status and provide the relevant information corresponding to their tax status.
The details collected include their legal name, address, tax identification number (SSN/EIN or foreign TIN, as applicable), and any required treaty/withholding certifications.
## What do investors sign?
Investors in the RUV do not sign the actual investment docs (like a share purchase agreement or a SAFE). Instead, by investing through the RUV, they subscribe to the special purpose vehicle (RUV), which is the entity that will sign the actual investment docs with the company.
Rollups will review the documents to ensure the terms match what you described to investors before signing the documents. If there is a divergence, we may need to message investors and provide them an opportunity to opt out.
Investors are e-signing (on AngelList) RUV documents that subscribe them to a special purpose vehicle (the RUV). The RUV documents consist 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.
Here's an example set of closing documents: [test-comp-closing.zip](https://storage.googleapis.com/al-stack-public/uploads/mwrTe0/Yosemiteai-Demo-ClosingDoc.zip)
## How do investors sign the closing docs?
Investors e-sign the closing docs. If requested, we can facilitate an offline closing for an investor for an additional add-on fee.
## Where do investors transfer funds?
Investors transfer funds directly to the RUV, where the capital is held until the RUV closes. Once the RUV closes, the sum of all invested capital is transferred to the company.
To participate in the RUV, investors must fund their investment through the RUV rather than transfer directly to the company. This helps ensure the RUV remains compliant and auditable.
# During Investment & Modifications
## Can an investor increase their commitment?
To increase or cancel an investment before the RUV has been closed, you can email us at [team@rollups.com](mailto:team@rollups.com). Investors may email us at [invest@angellist.com](mailto:invest@angellist.com).
## Can investors see how much was raised in the RUV?
Investors will not see how much has been raised & committed to the RUV when it is raising, nor will they see who else invested.
# Post-Investment & Ongoing
## Will investors get a copy of the financing docs?
No, we do not share the financing docs with investors. However, you can send them the docs via email if you would like.
Investors will be able to track their ownership in the RUV from their dashboard. You can read more about this [here](https://help.angellist.com/hc/en-us/articles/16566182088461-I-invested-in-an-SPV-RUV-fund-Where-can-I-find-out-how-many-shares-I-own-).
## Do QSBS benefits flow through?
Generally, yes, the benefits of QSBS flow through when investing in an RUV. RUVs are Delaware limited partnerships that are pass-through entities.
## Will investors receive a K-1 every year?
In most cases, no. RUVs will generally only issue K-1s when there is taxable activity (such as distributions or interest). If applicable, K-1s will be posted to your AngelList dashboard and your email.
## When will investors receive their K-1s for the prior tax year?
AngelList provides prior tax year information sequentially as it becomes available:
* **By the end of February:** AngelList will publish a summary of your investments and information about which investments will have a K-1.
* **By the end of March:** AngelList will publish a tax package that includes either a K-1 or an estimate for all investments requiring a K-1 for the prior tax year.
* **After March:** Tax packages that include one or more estimates, such as investments in pass-through portfolio companies, will be updated with final K-1s as outstanding tax information is received and processed.
Investors will be able to access their K-1 from their dashboard.
If you need a wire callback, please feel free to reach out to [invest@angellist.com](mailto:invest@angellist.com).
## What are the tax consequences for international investors?
Capital gains are taxed in the recipient's country of tax residence. Investors are investing in a U.S. partnership and will receive a Schedule K-1 for the initial year of investment and each subsequent year to the extent there is income or loss to report.
**Help Center Articles that may be useful:**
1. [What are the tax consequences for non-U.S. investors?](https://help.venture.angel.co/hc/en-us/articles/360048160431-What-are-the-tax-consequences-for-non-U-S-investors-in-syndicates-)
2. [I'm foreign. Do I need to file a U.S. tax return?](https://help.venture.angel.co/hc/en-us/articles/360047686012-I-m-foreign-Do-I-need-to-file-a-US-tax-return-)
3. [When will I receive my K-1 for the prior tax year?](https://help.angellist.com/hc/en-us/articles/360047685832-When-will-I-receive-my-K-1-for-the-prior-tax-year)
4. [My tax package says I won't receive a K-1 for the year, why not?](https://help.venture.angel.co/hc/en-us/articles/360047685812-I-invested-in-a-fund-during-the-past-tax-season-but-my-tax-package-summary-says-I-won-t-receive-a-K-1-for-the-year-Why-not-)
[Link to other Investor Tax FAQs](https://help.angellist.com/hc/en-us/sections/33513623589645-Legal-Regulatory-Taxes)
We always recommend that foreign investors have access to a U.S. tax advisor, as we are not authorized to provide tax advice if they do not understand how they should report income earned on the platform.
# Navigating the Dashboard
Source: https://help.rollups.com/ruv/navigating-the-dashboard
When you set up an RUV, a Raise Dashboard is automatically created for you. This dashboard allows you to manage both direct and RUV investments. The direct investment link lets investors commit directly to the company's cap table, while the RUV link guides investors through the RUV investor flow.
## Overview
You can see a high-level overview of the status of the round. Total Raised is the total amount marked as received from RUV and direct investors. Total Committed is the total amount committed by both direct and RUV investors. The Total Committed amount may be higher than the Total Raised amount if the investments have not been marked as received.

Investors will not be able to see who else invested or how much was raised. This information and the progress bar are just for you.
## Investors
From the Investors tab, you will be able to track the status of the commitments for all the investors in the round (both direct and RUV).
For a cleaner view, you can filter the list by status (viewed, signed, or funds received).

## What does ACH in transit mean?
ACH (electronic transfer) in transit means that the investor has elected to send their investment via ACH. Depending on the bank, an ACH transfer will generally take 3-5 business days to complete.
Once it arrives in their funding account, we automatically apply it to their commitment in the RUV.
## What does awaiting wire mean?
Domestic wires take at least 1 full business day to arrive. International wires can take 5-10 business days. AngelList has no control over how long it takes for an LP's wire to arrive at our bank.
If an LP is wondering why their wire hasn't arrived in their AngelList account, in most cases it is because they sent the wire just recently. If an LP's wire arrives at our bank account today, you will see it as completed on your dashboard the next business day.
If the investor confirmed that the wire was sent but it is still not showing up in your dashboard, ask the investor to share a formal copy of the wire receipt or a Fedwire reference number and send it to [team@rollups.com](mailto:team@rollups.com).
## What does pending KYC mean?
When an investor on the AngelList Venture platform invests for the first time, we put them through a KYC (Know Your Customer) process. Investors must provide personal information to prove who they are and potentially upload ID documents. Until this is complete, their investment will not be completed.
Investors who are still pending full identity verification will have a yellow "Pending KYC" badge next to their name in the *Signed column*.
If you notice an investor is pending KYC, don't worry – our team regularly follows up with all investors that haven't completed this process. If you notice an investor that has been in the pending KYC status for more than a few days, feel free to reach out to your account manager to get an update.
## Roll Up Vehicles
You can see the terms of the deal you set for investors in the RUV section of your round under the RUV summary.

You can make changes to your RUV terms at any point during the raise by clicking the pencil icon next to the close date or clicking Customize RUV.
Editing the RUV will adjust your Raise round terms and vice versa. Additionally, some changes might [require an opt-out](/ruv/managing-an-ruv#can-i-change-the-terms-of-my-deal).
If for any reason you need to make changes to your company information while your RUV is open, please reach out to [team@rollups.com](mailto:team@rollups.com).
## Co-Investors
You can list all of your co-investors and the amount they invested in the round. Note: all investors added to this list must be investing on the same terms as this RUV. If this is not the case, do not add the co-investor to this list.

## Memo
Share a note with investors about the company and the round. We also recommend adding a pitch deck. [Here](https://storage.googleapis.com/al-stack-public/uploads/4cQY9E/Rollups-Startup-Pitch-Deck.pdf) is a template you can use.

Adding a Memo during the application process will help us expedite the review.
## Risks & Disclosures
This should not be removed as this is a requirement from our legal team. However, you are free to add more risk disclosures that are more specific to your company. Here is an example:
### Risks
Investing in startups is risky, and you may lose 100% of your original investment. If you can't afford to lose this money, don't invest it. The company is in an early stage of maturity.
The company is selling to enterprises. Sales cycles can be longer than expected. Customers may be reluctant to switch.
The company is operating in a very competitive space.
There are significant technical challenges associated with the company’s products.
The company needs to make several key hires. If it cannot successfully fill these positions, the company may not reach its growth targets.
The company has to navigate complex compliance areas (e.g. data privacy). Mistakes here can be costly.
"Other disclosures" is where we disclose that we will proxy the voting rights to an employee of the company.

We cannot proxy voting rights in the RUV back to investors. Only an employee of the company can hold the voting rights.
# Overview
Source: https://help.rollups.com/ruv/overview
## What is a Roll Up Vehicle?
A Roll Up Vehicle® (RUV), invented by AngelList, is a special type of SPV (special purpose vehicle) that makes an investment in a company. RUVs provide a way for founders to efficiently allow investors into a financing round without incurring expensive administrative fees or making the company’s cap table more complicated for every investor that completes an investment.
## Have a specific question?
Learn more about the entire end-to-end process of using an RUV.
Many founders set up their RUV in five minutes or less. Click here to see frequently asked questions.
Preview the investor experience and see frequently asked questions by investors.
Learn more about your dashboard and how to invite investors to your RUV.
Learn more about the closing process, including signatures and receiving funds.
Once an RUV is on your cap table, you now only have to manage one investor on your cap table.
If you run into issues or have questions, our team is available on business days with a 24-hour turnaround time. Email [help@rollups.com](mailto:help@rollups.com) with any questions not answered in this guide.
# Post-Close RUV Management
Source: https://help.rollups.com/ruv/post-close-ruv-management
# 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](https://help.angellist.com/hc/en-us/articles/360047685832-When-will-I-receive-my-K-1-for-the-prior-tax-year#).
Investors can find their K-1 via their AngelList dashboard and can contact [invest@angellist.com](mailto: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.
Reach out to [team@rollups.com](mailto:team@rollups.com) if you have any
questions.
# For the Company
## Will AngelList make the Form D filings?
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](mailto: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.
# End-to-End Overview
Source: https://help.rollups.com/ruv/process
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 investing directly in the company, investors subscribe to a special purpose vehicle, which then invests in the company on the terms listed on the RUV investment page.
Companies prefer to use RUVs to aggregate multiple investor 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 companies to expand investor access, control closing costs, and ensure that the cap table is as simple as possible.
Here's how the process works, at a high level. The menu on the left contains additional detail related to setting up, running, and closing RUVs.
## Submit your RUV Request Form
You will provide the company's legal name, round terms, and specific risks and disclosures. See screenshots of the steps below.





## AngelList Reviews the Application
We review your information to see if we can support your company. We approve the RUV, which means you can start inviting your investors by generating links to your RUV’s private deal page with custom minimum, maximum, or exact investment amounts through your Dashboard.
## Invite investors to commit to your RUV
Investors close into the RUV & wire investment capital to AngelList to be held until close of the RUV. AngelList automates the signature collection and handles accreditation and KYC.
Investors are e-signing (on AngelList) RUV documents that subscribe them to the special purpose vehicle (the RUV). The RUV documents consist 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.
Investors transfer their capital to the RUV, which is held by the RUV until you are ready to close the RUV. You track all of this progress in your dashboard (which investors have signed, which wires are pending, etc.). AngelList follows up with investors for information if necessary.
## Close your RUV
Once the RUV has received all investor capital and you want to close the RUV / receive the capital, then visit your RUV admin page where you will find closing procedures and the signature block that has the legal name of the RUV, its address, and signatory information; this information is unique for each RUV. The signature block is available on your dashboard by clicking View Closing Instructions.

# Setting up an RUV
Source: https://help.rollups.com/ruv/setting-up-an-ruv
## How do I submit an RUV?
When you are ready to submit your RUV application, go to [RUV.new](https://ruv.new). This application only takes a few minutes to complete.
After submitting your RUV application, our team will conduct a prompt review. If additional information is needed, we'll contact you directly. Once approved, your RUV will be launched immediately, allowing you to begin inviting your investors from your private network. The entire process typically takes 1-2 hours, though it's often completed more quickly.
## Can I use an RUV for my company?
**Generally, yes!** Most private, venture-backed startups can use an RUV to raise from their network. We’ll do a quick review when you submit your application to make sure it meets regulatory, compliance, and operational standards.
If your structure is a bit unique, email us at [team@rollups.com](mailto:team@rollups.com) and we’ll help confirm whether we can support your use case.
**We can support most private, venture-backed companies globally.**
For companies based outside of the U.S., U.K., Canada, Cayman Islands, and Singapore, we'll work with you to determine how best we can support your company.
\* Due to current banking and legal compliance requirements, certain [countries/regions](https://help.angellist.com/hc/en-us/articles/26234321787917-What-countries-regions-are-not-supported-by-AngelList) aren't supported.
## What information is needed to submit an RUV?
To complete the RUV application form, you will need the following information:
1. The terms of the investment and round.
* For example: "raising \$3M on a \$30M post-money valuation cap SAFE."
2. Company information such as the legal name of your company, place of incorporation, and incorporation type.
* For example: "AI Model, Inc., a Delaware C corporation"
3. The information of the 'responsible person' for the RUV. This person will serve as the point-of-contact for the RUV. Their information will be used to obtain the EIN for the RUV.
That's it!
After creating your RUV, you can add additional color such as a memo, pitch deck, past investments, and co-investors.
### Can I edit my RUV details after creation?
Yes! You can easily update your investment terms or add information within your RUV dashboard.
## What legal documents do I need to set up my RUV?
You don't need any legal documents to set up your RUV. We'll provide the legal documents that investors will sign with the RUV. That said, you'll need to know the terms that the RUV will invest on.
If you are using non-standard financing documents, please provide them at the start of your raise for a brief review. For example, this includes token warrants.
When you are ready to close your RUV, you can provide us with the investment documents within your dashboard (e.g., SAFE, equity agreements). These documents outline the terms of investment between your company and the RUV. The underlying investors in the RUV do not need to sign the investment documents. We will return one set of signed investment documents. For SAFE investments, we can provide a standard YC for your RUV.
### RUV Documents
When investors commit to the RUV, they sign a separate set of documents that make them limited partners in the special purpose vehicle (SPV). These are provided by Rollups and handled electronically through our platform and include:
1. **RUV Partnership Agreement**
* Establishes rights and obligations of all parties
* Defines fund governance rules and procedures
* Sets terms for fund operations
2. **Subscription Agreement & Privacy Notice**
* Details the process for investing in the RUV
* Outlines fund subscription terms
* Includes privacy policies and disclosures
3. **Private Placement Memorandum (PPM)**
* Describes the investment opportunity
* Details the RUV structure and terms
* Outlines potential risks and considerations
You can download a sample set of RUV documents here: [Sample RUV Documents](https://storage.googleapis.com/al-stack-public/uploads/mwrTe0/Yosemiteai-Demo-ClosingDoc.zip)
## Who is the 'responsible person' for the RUV? Does it have to be me?
The 'responsible person' for the RUV is the point-of-contact for the RUV. This can be any person affiliated with the company and does not need to be the founder. Their information will be used to obtain the EIN for the RUV.
## Do I need to have my investors lined up and ready before using an RUV?
No, you can create an RUV whenever you are ready to start fundraising. That said, we generally recommend having some of your investors soft-circled and ready to invest.
## How much do I need to raise to launch?
### Minimum Requirements
* **Standard Minimum:** \$40,000\*
* **Minimum Investors:** 2 investors
* **Minimum Check Size:** \$1,000 per investor\*
*\*Note: If you'd like to lower the minimum check size or close your RUV with less capital, please contact us.*\* There is no maximum amount that an investor can invest.
## Who can I invite to invest?
You can invite any accredited investor from your private network!
RUVs are a private fundraising tool used to capture and consolidate your investors into one entity on the cap table. As such, 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 through the RUV.
All investors must meet U.S. accreditation standards. AngelList will collect a self-attestation of accreditation status during the investment process.
A few things to note:
• If your RUV is investing in a company that is incorporated outside the U.S., residents and citizens of that country cannot invest in your RUV.
• All investors must pass their local (if non-U.S.) and U.S. KYC & [accreditation requirements](https://help.venture.angel.co/hc/en-us/articles/360048803251-Accredited-Investors).
## Can I publicly share that I am raising or list my RUV on the platform?
Since most Roll Up Vehicles rely on the 506(b) exemption, you cannot generally solicit investors to commit to your RUV. This means that you can’t publicly mention that you are fundraising or tweet out the link to invest in the RUV, for example. These are the same rules that you are likely already following for your fundraise. If you do engage in general solicitation, that may impact the legal work involved with closing the RUV. Additionally, we do not provide investor connections.
## What happens if I don't reach my fundraising target?
No worries! If you don't reach your fundraising target, you can close the RUV with the funds that you have raised or, if you'd like, we can cancel the RUV at no cost.
## Recommended Fundraising Timeline
Most companies aim to close their RUV within **2-3 months** of launch. This focused timeline helps maintain strong investor momentum while interest is high and keeps the fundraising process efficient. That said, while 2-3 months is optimal, the longest an RUV can remain open is 6 months.
We understand that special circumstances may require additional time. If you need to extend your fundraising period, please [contact our team](mailto:team@rollups.com) to discuss your specific situation.
## RUV Investor Limits
The maximum number of investors allowed depends on the total raise amount:
| Raise Amount | Maximum Investors | Practical Limit\* |
| - | - | - |
| Under \$12M | 250 investors | 247 investors |
| Over \$12M | 99 investors | 96 investors |
\* *We reserve 3 spots for potential investor entity splits (e.g., due to life events like divorce or estate planning)*
For regulatory compliance, every RUV must have at least 2 investors to qualify as a pooled investment vehicle. Single-investor RUVs cannot be supported.
## Fees and Economics
RUVs are free to set up and create. There are no fees to start raising. At the close of the RUV's investment, the company pays a one-time **admin fee** and **state filing fee**. There are no ongoing fees after close.
**Admin Fees**:
For standard U.S. C corporations raising a SAFE or Equity round, RUVs start at \$8,000.
This fee includes the RUV entity setup, compliance filings, ongoing administration, banking, taxes, investor KYC & accreditation, investor K-1s, distributions, and a dashboard for the company and investors, among other things.
We also support other legal and financing structures (e.g. LLCs, PBCs, 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](https://learn.angellist.com/articles/blue-sky-laws)). These fees depend on the geographic mix of your investors, with costs increasing if investors are spread across multiple states or provinces.
* Rollups calculates these filing fees at the close of the RUV's investment. Additionally, Rollups handles all regulatory filings and advances these fees on your behalf. Costs are passed through at closing with no markup.
* The median state filing fee is typically \$800 for the whole RUV, but can range higher depending on the number of investors and where they are located.
\* *Final admin fees may vary based on company structure, financing structure, and location, as well as associated admin, tax, and compliance requirements. Some standard raises may also incur add-on fees if they include custom financing structures.*
[**Contact our team**](mailto:team@rollups.com) for a detailed fee assessment based on your specific needs.
### What type of company cannot be supported by an RUV?
The following types of companies and investments are generally not eligible for RUVs:
1. **Holding Companies**
* Companies primarily engaged in holding and managing other businesses
2. **Some Limited Liability Companies (LLCs)**
* *Exception:* We can support LLCs if the company signs our [LLC Conversion Letter](https://storage.googleapis.com/al-stack-public/uploads/k0YiBw/LLC-Conversion-Side-Letter.pdf) committing to convert to a C corporation before their next funding round. Additional fees will apply.
3. **Private Equity Strategies**
* Companies pursuing a pure private equity strategy rather than a venture capital strategy
4. **Crypto Token Investments**
* Direct investments into crypto tokens
* Hybrid crypto-equity instruments
* *Exception:* Token warrants may be supported after review
5. **Fund-of-Funds**
* Investments into other venture funds
* [Learn more about qualifying investments](https://help.angellist.com/hc/en-us/articles/35843022067725-What-is-an-NQI)
## Additional 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 this purpose, are subject to. Two of those rules are particularly important for your RUV - 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](https://storage.googleapis.com/al-stack-public/uploads/ZMrv0M/Tax-reps.pdf)
Your signature is only required on Page 3. The company does not need to fill out the Exhibit.
In short, by signing the letter, the company represents that it is not majority-owned by U.S. persons and that it does not earn a majority of its income from rent or interest (i.e. is not a passive income-generating company). The second part of the document lays out what the company would need to report if it ever became a 'passive foreign investment company'.
## Are token warrants supported?
We generally support Token Warrants through the RUV only under very specific circumstances. These kinds of instruments are subject to additional fees and conditions, which include:
* The token warrant purchase price + exercise price must be less than 20% of the RUV.
* The token warrant provides for a net or cashless exercise.
* The portfolio company agrees to custody the tokens and acknowledges that the RUV will not take custody or manage the distribution of 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.
* The company agrees to indemnify Rollups, AngelList, and the RUV with regard to the token distribution and will take on the distribution.
# About RUVs
Source: https://help.rollups.com/ruv/the-basics
## What is a Roll Up Vehicle (RUV)?
Roll Up Vehicles (RUVs) 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 investing directly in the company, investors subscribe to a special purpose vehicle, which then invests in 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 is this different from investing directly?
RUVs make the process of investing in companies easier to manage for everyone. Instead of being directly on the company’s 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, investors get a single dashboard on AngelList that provides the details of their investment.
* In addition to keeping a clean cap table, Roll Up Vehicles can provide
significant cost savings over the lifetime of the company. This calculator
presents an estimate of savings from using a Roll Up Vehicle over direct
investments.
## 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 RUVs to investors?
We're thrilled to announce a smarter way to join our funding round using AngelList's Roll Up Vehicles (RUV)!
Using the RUV creates a better experience for everyone.
**For you as an investor:**
* Simple online commitment and funding process
* Digital dashboard to track your investment
* Streamlined tax reporting & updates
* Zero paperwork headaches - no more chasing signatures for future corporate actions
**For the company and ultimately all of us:**
* Cleaner cap table with just one line instead of dozens, positioning us for faster growth and future fundraising
* Significantly reduced legal and administrative costs
* More focus on building value rather than managing paperwork
Ready to join? Here's your personal investment link: "[https://angellist.com/i/ABC123](https://angellist.com/i/ABC123)"
For more details about RUVs, check out: [RUV FAQ for Investors](/ruv/for-investors/ruv-faq)
We can't wait to have you on board!
Excited to share an invite link here to invest in our company. We are using an AngelList Roll Up Vehicle (RUV) for our \[ROUND NAME] round.
The RUV structure allows us to consolidate all investments into a single line on our cap table while maintaining your economic rights. This approach saves significant legal costs and administrative headaches in current and future rounds for everyone.
Our pitch deck & investment terms are available for review in the RUV dashboard.
Ready to invest?
* Your invite link: \[link]
* RUV investor FAQ: \[[link](/ruv/for-investors/ruv-faq)]
* Process walkthrough: \[[link](https://www.loom.com/share/8b739cad39fc448083ca55a25cae2bbe?sid=d857423c-2fbd-4009-8b35-d4a5381e126f)]
The process is straightforward - just click the link, complete the simple form, and fund your investment through ACH, wire, or even crypto. Feel free to reach out if you have questions. AngelList has also put together an FAQ here: \[[link](/ruv/for-investors/ruv-faq)]
The round deadline for investing is \[DATE].
Feel free to reach out if you have questions.
Grateful for your support!
> *Most of our investors said the process was too easy.*
> *It felt like we were managing one check instead of 50.*
> *It was nice to be able to provide a self-service way to do something that’s usually complicated.*
> *The RUV was the best solution for dealing with a lot of demand.*
## How is Rollups related to RUVs?
RUVs were invented by AngelList. Rollups is a dedicated brand from AngelList for companies. It is where companies go to manage RUVs & other vehicles.
Investors in RUVs will only use and see AngelList, meaning that investors can benefit from the accounts they may already have set up on AngelList for other investments.