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When a group of individuals or companies come together to form a Special Purpose Vehicle (SPV), it is crucial to have a clearly written operating agreement in place. This document lays out the rules and regulations that govern the SPV`s operations, including the distribution of profits and voting rights.

What is an SPV?

An SPV is a legal entity that is formed for a specific purpose. It is created to perform a particular business activity or transaction that is beyond the scope of the parties` regular business operations. An SPV is used primarily for business ventures that require significant asset investment or have a high level of risk associated with them.

Why is an Operating Agreement Important?

The operating agreement outlines the structure of the SPV, the duties and responsibilities of its members, and the terms and conditions that will govern its operations. It is an essential document because it ensures that everyone involved in the SPV is on the same page and that there is clarity regarding the allocation of assets, liabilities, and profits.

What Should be Included in an SPV Operating Agreement?

1. Purpose of the SPV: This section should clearly outline the objectives of the SPV, including the purpose for which it was formed, the business activities it will undertake, and the duration of the SPV.

2. Capital Contributions: This section should detail the amount and type of capital each member has contributed to the SPV. It should also list the payment schedule, the rights of the members to make additional contributions, and the consequences of failing to meet these obligations.

3. Management Structure: This section should describe how the SPV will be managed, including the appointment of a manager or board of directors, the voting rights of the members, and who will be responsible for day-to-day operations.

4. Profits and Losses: This section should specify how profits and losses will be allocated among the members of the SPV. It should detail the distribution schedule, the method of calculation, and the conditions under which profits can be distributed.

5. Termination: This section should outline the conditions under which the SPV will be terminated. It should address issues such as the distribution of assets and the settlement of outstanding liabilities.


In conclusion, a well-drafted SPV operating agreement is critical to the success of the venture. It should clearly articulate the purpose of the SPV, the rights and responsibilities of its members, and the framework for managing the SPV`s operations. The agreement should be carefully considered and reviewed by all parties involved, ensuring that the SPV operates smoothly and successfully.