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ROLL UP VEHICLES

RUVs for a cleaner cap table

A roll-up vehicle (RUV) bundles smaller investors into a single cap table entry, with one lead who represents them. Vestd sets up and manages RUVs end to end.

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What a roll-up vehicle does for your round

A cap table that stays manageable

Fifty new angels become one entry, so your shareholder structure stays tidy for the investors who come next.

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Faster approvals

A lead investor acts as the point person for the vehicle, so you share updates through one channel and get sign-off from one representative.

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Control stays where it belongs

Voting power is consolidated through the RUV's representative, which cuts the risk of deadlock across a large group of small shareholders.

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Eligibility snapshot

Is an RUV right for your round?

RUVs help most in these situations. We'll confirm the detail with you before anything is set up.

Read about RUV pitfalls
  • Many smaller investors. You are dealing with a large number of smaller cheques.
  • Heavy investor admin. You spend too much time on investor admin and not enough on running the business.
  • Earlier investors to consolidate. You are preparing for a Series A or B and want a clean shareholder structure.
  • A bigger round ahead. You want to tidy your cap table before you raise more.
  • Quick decisions needed. You can't afford to be slowed down by wrangling multiple shareholders.
  • S/EIS relief matters. Relief is assessed investor by investor, so the RUV needs careful structuring.

The platform gives us the flexibility to evolve as we grow, whether it's incentivising leaders, bringing in new franchisees, or managing investment rounds.

Tim Slesinger

CEO, easyStorage

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Before you set one up

Three pitfalls to avoid with an RUV

Alex
01

Timing

RUVs work best as prevention, not repair. Adding one once the cap table is already messy can mean different investor rights, historic documents to untangle, and more cost.

02

Treating it as admin

An RUV changes how decisions are made, who speaks for investors and how quickly things move. If governance isn't clear early, it becomes a problem later.

03

Structure

Not all RUVs are created equal. Copying a structure without considering EIS and SEIS implications, investor compatibility and future rounds can limit you down the line.

Tax

Keeping EIS relief inside an RUV

EIS relief is generally assessed investor by investor, so one ineligible investor does not automatically disqualify the others. Structure still matters, because the more investors you consolidate, the more pressure there is on documentation and clarity.

Read the full guide
  • Combining SEIS and EIS needs strict sequencing, so pooled funds must be traceable.
  • Control and arrangements can fail relief if the vehicle or its rights create effective control.
  • Compliance statements need issuing correctly for each investor. InVestd Raise issues them for you on the platform.
  • Value received by an investor, or someone connected to them, can trigger wider withdrawal of relief.
  • Preferential rights and capital protection need checking against the relief conditions.
Everything in one place

Set up and run your RUV on one platform

Here's how Vestd supports the vehicle after the round closes.

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Easy set up

Vestd Nominees makes it straightforward to set up an RUV and manage it afterwards.

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Clean, current cap table

The RUV shows as one line, and your cap table stays accurate in real time.

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One channel

Keep investors informed and decisions moving without managing each shareholder individually.

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Shares and certificates

Issue shares and share certificates to investors from the same platform.

The difference

Vestd vs managing every investor yourself

What changes when many cheques become one line.
Features Spreadsheets Vestd
One line on the cap table for many investors
Included Included
One representative for approvals and updates
Included Included
Cap table kept accurate in real time
Included Included
Shares and certificates issued on the platform
Included Included
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Cap table already cluttered?

See how migrating to Vestd works

Before you book

What we'll cover on the call

Get direct support from dedicated specialists who know the process inside out.

Alex and Dan copy
  • Whether an RUV suits your round, and when to set it up
  • How an RUV changes decision-making and communication with investors
  • What to check if your investors are claiming S/EIS relief
  • How the RUV sits alongside your share classes and cap table
  • Plus any question you have about RUVs
Book a call 30 minutes, no obligation

Frequently asked questions

What is a roll-up vehicle (RUV)?

A roll-up vehicle is a type of special purpose vehicle that bundles many smaller investors into one entity on a company's cap table. The investors pool their money into the RUV, and the RUV invests in the company as a single shareholder.

When should we set up an RUV?

Set up an RUV when you expect many smaller investors or want to tidy your cap table before a larger round. You can set one up later, or retrospectively, but that can add complexity if you have multiple share classes and different investor rights.

Does an ineligible investor stop everyone else claiming EIS relief?

No, EIS relief is generally assessed investor by investor, so one ineligible investor does not automatically disqualify the others. Poor structuring or unclear documentation can still put relief at risk across the vehicle, so set the RUV up carefully and take tax advice.

How is an RUV different from a syndicate?

An RUV consolidates many investors into one line on a company's cap table, while a syndicate is a group of investors led by a nominated lead who invest together in one company. Both are types of SPV, and Vestd runs them on one platform.

Does Vestd act as a fund manager for an RUV?

No, Vestd acts as platform operator and nominee provider and does not act as a fund manager. Vestd Ltd is authorised and regulated by the Financial Conduct Authority (685992).

Vestd acts only as platform operator and nominee provider, and does not act as a fund manager. Vestd Ltd is authorised and regulated by the Financial Conduct Authority (685992).

Ready to tidy your cap table before your next round?

Tell us a bit about your round, and we'll connect you with a Vestd specialist.