How to setup and execute your rollup (SPV) during your funding round on SeedLegals

If you have opted to use a rollup, you have made a smart move to prevent a messy cap table.

A rollup—our term for a Special Purpose Vehicle (SPV)—allows you to group multiple smaller investors into a single legal entity on your cap table. This means you get the investment you need while keeping your corporate structure streamlined and easy to manage down the line.

This guide is designed to show you exactly how to execute your rollup on the SeedLegals platform.

For general FAQs regarding rollups, read more here.

Important Eligibility Note

Our rollup feature is specifically designed to help you streamline your active SeedLegals funding round by grouping multiple new investors into a single entry on your cap table.

Designed for active funding rounds: The rollup is mostly used during a big funding round to ensure your cap table doesn't get too messy with too many incoming investors; we seamlessly bundle them all before the round officially completes.
Includes converting instruments: You can easily include converting instruments (such as a SeedFAST or SeedNOTE) that are converting within the same funding round using a rollup too!

Please note: At present, the rollup is available within your active funding round workflow only and cannot be unbundled as a standalone product or used retrospectively to alter past funding rounds to rollup existing shareholders.

Protects SEIS/EIS tax relief: By focusing strictly on new investors issuing shares within your current funding round, we ensure your investors' tax positions remain safe. Attempting to roll up existing shareholders retrospectively would require a share transfer into the nominee structure, which can severely impact and potentially invalidate existing SEIS/EIS tax relief.

If you have a unique setup for your ongoing funding round or just want to confirm if this is an ideal fit for you, please reach out to our live chat team using the chat bubble—we are always happy to check and guide you forward!

Pricing & what to expect

Before diving into the steps, here is a quick reminder of how the rollup operates financially and legally:

Pricing: The rollup carries a fixed fee of £2,490 + VAT, which is charged on top of your standard round success fee. For any specific pricing query, please reach out to your account manager at SeedLegals or use the live chat button!
Payment timing: This fee is payable upon the completion of your funding round.
Regulatory framework: Because this is an FCA-regulated product, it runs through our regulated partner, WealthKernel. Our internal legal and compliance teams will handle the heavy lifting behind the scenes to clear your investors.

To learn more about the foundational mechanics of this setup, you can read our deep dive into what is an SPV or check out our comprehensive guide with FAQs on how to use a rollup to group small investors in a single entry on your cap table.

Step-by-step execution guide

To get your rollup finalised, you will need to complete these basic steps within your active funding round dashboard:

Step 1: Unlock the rollup feature

Navigate to the Investors tab inside your active funding round workflow on the platform (Under the Raise Tab). From here, you can directly unlock the rollup feature.

Step 2: Add your investors to the rollup

Next, you will add the specific investors who are joining the rollup entity. To ensure compliance checks go smoothly and do not delay your round, make sure you collect and input the following accurate details in one go:

For UK-based investors: Full legal name and current physical address.
For international/overseas investors: Full legal name, physical address, and additional identification documents (our compliance team will reach out if specific extra items are required).

You can click the 3-dot menu next to any investor to move them into the rollup, or move them out of the rollup.

Step 3: Appoint a proxy

Within your rollup investor list, you will select and assign one investor to act as the proxy investor.

The proxy serves as the primary governance contact for the group and will sign on behalf of the Rollup entity for future shareholder decisions, ensuring you don't have to chase dozens of people for signatures later on.
A proxy is selected by the founder, similar to a lead. It is preferable that they are one of the investors in the rollup. While it is quite rare, you can also have a proxy who is not investing but agrees to the additional responsibility.

Once you have added the investor to the list above, you will have an option to choose one of the investors to be “Set as proxy”.

Timeline

Once you have submitted your investor details and flagged them with your funding round associate via email, our compliance and legal teams perform the necessary regulatory checks.

Timeline: This process typically takes 2–3 business days. To prevent delays, try to upload all investor information as a single batch rather than drip-feeding names over several days. You could also pass on the information via email to your assigned funding round Associate.
What investors sign: Investors inside the rollup do not sign the heavy, longform round documents (like the shareholders agreement or disclosure letter). Instead, they only sign a simple rollup agreement. SeedLegals MPL signs the primary round documents on their behalf. You can create and view the rollup agreement under Step 6 of the funding round workflow.
Share certificates: Because SeedLegals MPL is the legal owner listed to maintain a clean cap table, the official share certificates are held in its name. Your individual investors participate as beneficial owners only and will not receive a share certificate.

SEIS/EIS - If your rollup investors have sought to obtain SEIS/EIS tax relief, there is no cause for concern on the above as they will be getting individual SEIS3/EIS3 certificates after you have completed the S/EIS compliance process.

Behind the scenes: compliance & documents

Because the rollup operates under FCA authorisation via our partner WealthKernel, there are three essential compliance steps that our internal team handles to ensure everything is fully authorised:

Investor self-certification: Your rollup investors will be automatically prompted by the SeedLegals platform to fill out a quick self-certification questionnaire the moment they first try to access the rollup workflow. The platform handles this entire workflow seamlessly and confirms their status as a high-net-worth or sophisticated investor.

Only your investors will be prompted with this questionnaire, and this will only be provided through the platform.

KYC (Know Your Customer) checks: Managed by our dedicated legal and compliance managers, a SmartSearch KYC tool is used to verify investor identities the moment you add them to the rollup. For the vast majority of investors, this check is immediate. If any false positives or missing addresses pop up, our team will simply reach out to collect a copy of the investor's ID.
Elective Professional Client (EPC) Check: Our team will run a quick check on your startup (investee company) to verify that you meet the FCA's knowledge and experience criteria for equity fundraising.

If you have already completed a previous round on SeedLegals or have an advance assurance combined with an active agile investment (like a SeedFAST), the platform assesses and approves this automatically. If not, your SeedLegals contact will manually send you a very short questionnaire to complete.

Managing your rollup post-round

The simplicity of a rollup continues long after your funding round closes. Should an investor within the rollup ever wish to exit or cross-transfer their shares to another party within the vehicle in the future, these secondary transactions can easily be executed right here on the SeedLegals platform.

If a transfer situation arises down the road, simply reach out to SeedLegals support, and we will guide you through the quick process to ensure it is logged perfectly.