A special-purpose vehicle (SPV) is a company or partnership formed to do one thing — typically to hold a single asset, a single deal, or a single co-investment. For exposure to a Zimbabwean opportunity, an SPV lets investors pool capital, ring-fence risk to that one venture, and present a single, clean counterparty to the operating business on the ground.
Why use an SPV at all?
- Risk ring-fencing: liabilities of the deal sit in the SPV, not on the investors' wider balance sheets.
- A single cap table: many investors hold the asset through one entity, simplifying governance and exits.
- Clean transferability: an investor exits by transferring SPV shares rather than re-papering the underlying asset.
- Jurisdiction fit: the holding layer can sit where investors are comfortable contracting, while the asset stays local.
A typical stack
For cross-border deals the group commonly uses a three-tier shape: a US holding entity (often a Delaware LP or LLC) that international investors subscribe into; where needed, a feeder for non-US investors; and a Zimbabwean (Pvt) Ltd that actually holds the licence, concession or operating asset. The US layer is where the investment documents live; the Zimbabwean layer is where ZIDA registration and RBZ exchange-control compliance bite.
The right structure is fact-specific. Tax residence, treaty access, exchange control and the nature of the underlying asset all change the answer. Treat the shape above as a starting point to discuss with counsel, not a template to copy.
What to settle before you form it
- Economics: how much is being raised, at what valuation, and what each investor's percentage is — captured first in a term sheet.
- Instrument: ordinary shares, preferred shares, or a convertible. This drives the rights investors get.
- Governance: board composition, reserved matters needing investor consent, and information rights.
- Money flows: how capital gets in (and profits get out) consistent with RBZ exchange-control rules.
- Exit: pre-emption, drag/tag rights, and how a share transfer is documented.
The paper trail
An SPV deal usually moves through the same documents in sequence: a term sheet records the headline terms; a subscription agreement brings investors in for new shares; board resolutions authorise the allotments and key actions; and, on exit, a share transfer agreement moves shares to a buyer. Each of these is available as a fillable template in the document engine.