Special Purpose Entities (SPEs)

Special Purpose Entities (SPEs) are, true to their name, established with a specific objective in mind. We advise clients in structuring SPEs to meet their unique business goals, whether it's forming managing partnerships, operating partnerships, investment vehicles, holding companies, or otherwise.

For example, sponsors typically perform management and development services for real estate and opportunity zone syndications through separate SPEs. Similarly, investors with eligible pre-tax capital gains for deferral might consider setting up SPEs for tax treatment as qualified opportunity funds and qualified opportunity zone businesses to take advantage of unique income tax benefits tied to investment in qualified opportunity zone property. We also offer advice to entrepreneurs on structuring less conventional types of SPEs, such as series LLCs and decentralized autonomous organizations. In all cases, it is crucial to evaluate how SPEs might be useful for asset protection purposes -separating business assets and liabilities- and to what extent the client prefers public visibility or anonymity in corporate filings.

Legal counsel must tailor SPEs to align with the client's specific business goals and to ultimately ensure the enforceability of expectations. Our bespoke approach to business formation begins by understanding each partner's individual objectives, fostering agreement on financial expectations, power dynamics, and mutual responsibilities, and ensuring transparency by providing a detailed proposal outlining the scope of our work and associated fees.