Setting up an RUV

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How Do I Submit an RUV?

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

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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.comand 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.

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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-Corp”
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.

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Can I Edit My RUV Details After Creation?

Yes! You can easily update your investment terms or add information within your RUV dashboard.

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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. 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.

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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

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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.

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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.

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How Much Do I Need to Raise to Launch?

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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.

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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 and how much was raised through the RUV. All investors must meet US accreditation standards. AngelList will collect a self-attestation of accreditation status during the investment process.

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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 public 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.

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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.

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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.

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RUV Investor Limits

The maximum number of investors allowed depends on the total raise amount: * We reserve 3 spots for potential investor entity splits (e.g., due to life events like divorce or estate planning)

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Fees and Economics

RUVs are free to set up and create. There are no fees to start raising. At 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 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). 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 for a detailed fee assessment based on your specific needs.

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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 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. Secondary Investments & Fund-of-Funds
   • Secondary market transactions
   • Investments into other venture funds
   • Learn more about qualifying investments

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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 that 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 In short, by signing the letter, the company represents that it is neither majority-owned by U.S. persons and that they don’t earn a majority of their income from rent or interest (i.e. aren’t a passive income generating company). The second part of the document lays out what they would need to report if they ever became a ‘passive foreign investment company’.

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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 regards to the token distribution and will take on the distribution.