SPV and fund-related services

Service features

In addition to domestic services, we also offer international services in cooperation with our overseas representatives.

A special-purpose vehicle (SPV) might be established for various purposes, including investment, off-balance-sheet transactions, and securitization. Yamada &Partners’ SPV and fund-related services are distinguished from most of all by the ability to meet clients’ needs not only in Japan but also around the world. As an example, for inbound investment we can deliver the same services that we provide for domestic clients, including advice on structuring the vehicle to match the purpose of the investment as well as accounting and tax advising during the life of the SPV and support for closing it later.

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Service flow

SPVs can include a wide range of vehicles under the Special Purpose Company Act, including Tokutei mokuteki kaishas (TMKs), combinations of consolidated companies and anonymous associations (GKTKs), limited liability partnerships (LLPs), limited partnerships (LPS), and investment corporations. For this reason, support for structuring SPVs is handled on a tailor-made basis.

Since the structure of a vehicle will be determined based on the client’s needs, our first step is to meet with the client, identify a number of vehicles suited to the client’s needs, and then explain the advantages and disadvantages of each.

Meeting
- Ascertaining current conditions
- Confirming purpose of structure
- Confirming method of raising funds
- Confirming exit plans
Proposal
- Proposing vehicles
- Advantages and disadvantages of vehicles
- Vehicle management methods
- Organizing players
Structuring
- Advice on structuring
- Structuring
- Preparation of various simulations
- Support for structuring
- Confirming locations of tax risks
- Confirming locations of legal risks
- Advising related parties

Service menu

Yamada & Partners can provide services to meet clients’ wide range of purposes for establishing an SPV.

Business domains	Phase1 Structuring	Phase2 Advising during life of SPV	Phase3 Closure
Inbound investment support Outbound investment support Real estate securitization Investment fund support Infrastructure funds Content funds Entertainment funds Community revitalization funds, etc.	Advice on structuring Structuring Preparation of various simulations Support for structuring Confirming locations of tax risks Confirming locations of legal risks Advising related parties Originator Investors Managers, etc.	Subcontracting of accounting operations Ledger services Preparation of financial statements and tax returns Calculation of rates of distribution of gains and losses Tax consultation Legal consultation Handling tax audits	Advice on closure Support for closure Ledger services Preparation of financial statements Calculation of rates of distribution of gains and losses
Other SPV-related operations	Tax advisory services on transfer of equity Consulting on organizational restructuring, etc.

Feel free to contact us with any inquiries on taxes, accounting, etc.