For fund leads

Running an SPV on Legion

This page is updated regularly. Last updated: June 14, 2026

Overview

What makes Legion different

  • Data-driven matching. Legion reads social proof and social-network signals through EigenTrust, across a fully vouched network, to match the right investors to your deal and help you build and manage a high-quality LP base.
  • Proven track record and venture backed. Our sister fundraising platform has processed over USD $450 million in volume and is backed by VanEck, Coinbase Ventures, and Brevan Howard Digital, with exchange partners including Kraken and Bybit. The same team that built and scaled it runs Legion Equity.
  • Simple, excellent UX. Invite to signed subscription in under five minutes. Clean, low-friction flows, so your LPs are not raising support tickets with you.
  • Optional liquidity. A Legion vehicle can offer LPs a path to exit instead of a multi-year lock, which makes deals easier to fill and easier to hold.

Structure

How an SPV works on Legion

  1. Entity. Each SPV is a dedicated protected series inside a Delaware Series Limited Partnership, with its own bank account, investor KYC and KYB, and auto-generated operating agreement, PPM, and subscription agreement.
  2. LP sourcing. If you need investors, Legion's network is private and invite-only. A fund lead can view each investor's vouches, trust, previous deals, social profiles, and interests, to get a good read and connect with the right people. If you bring your own LPs, you get a dedicated invite link and they are automatically added to your investment group. Either way, LP onboarding and KYC and compliance checks are seamless.
  3. Funding. Investors can fund their subscription by bank wire or by USDC stablecoin, into the vehicle's dedicated account. Banking runs through our banking partner.
  4. Administration. An independent fund administrator of record (Formidium) keeps the capital accounts, produces investor statements, and handles tax reporting, including K-1s.
  5. Launch. The fund lead creates the deal through a guided wizard (target, minimum, terms, documents), then launches once the compliance gates pass. Legion's affiliated entity serves as the general partner of the vehicle, so the fund lead gets the economics and the control without carrying the GP role itself.

Speed

Setup and timing

  • No per-deal company formation. Because each vehicle is a series within an existing Series LP, launching a deal does not require registering and funding a brand-new company each time.
  • Invite-gated onboarding. Investor onboarding is invite-gated, and KYC and KYB are handled by Legion through our compliance partner. Legion also takes care of bad-actor checks and verifies every user on the platform.

Compliance

Jurisdiction and exemptions

  • Vehicle. Delaware Series LP, one protected series per deal. Standalone Delaware LP where required.
  • US investors. Regulation D Rule 506(b), Rule 506(d) bad-actor screening, accredited verification.
  • Non-US investors. Regulation S.
  • Holder posture. 3(c)(1), 100-holder cap with entity look-through where applicable.

Support for additional vehicle types beyond the Delaware Series LP is coming soon.

Division of labour

Who does what

Fund lead

  • Sources the deal
  • Runs due diligence on the deal
  • Sets the terms
  • Brings or approves investors
  • Signs the fund lead agreement

The Legion platform

  • General partner of record, through a Legion entity
  • Entity setup and banking
  • KYC and KYB
  • Document generation and e-signature
  • Closing
  • Subscription collection and transaction wiring
  • Fund administration and investor reporting
  • Ongoing fund operations, handled automatically by our tech

Economics

Fees

Legion’s economics are simple and depend on who sources the investor. Fee rates are set per deal at launch and frozen at that point.

Investors the fund lead brings

No fee to Legion. The fund lead keeps the full fee it charges these investors.

Investors Legion introduces

Legion takes 20% of the fee the fund lead charges those investors. A flat 20%, applied to Legion-sourced investors only. For example, on a deal with 10% carry, Legion's share is 2%. On a 0/0 deal with a 5% markup, Legion's share is 1% on the markup. Fees are settled when the investors pay.

Vehicle setup and administration costs

Paid by the investors, not by the fund lead. Typically from around USD $8K, comparable with other SPV platforms. Set per deal and disclosed at subscription.

Approved transfers

Optional liquidity

A real advantage for LPs. Legion vehicles can offer investors a controlled path to liquidity, so an LP is not locked in for the full life of the deal. This is one of the clearest reasons to run an SPV on Legion.

  • For investors. An LP who wants to exit can seek a buyer through the platform instead of waiting years for an exit or chasing the fund lead by email. Bids surface in-app, KYC is already done, and an accepted transfer settles on-chain. A Legion position is therefore far more attractive to hold than an interest an LP cannot move.
  • For fund leads. Offering liquidity helps attract and retain LPs. A live bid on a portfolio position is also a useful proof point, all without the fund lead running the process by hand, and the fund lead stays in control throughout.
  • Fund lead controlled. The fund lead enables liquidity per vehicle and sets the rules: which resale doors apply, the eligible buyer universe or whitelist, and whether trading is off, permission-required, or open within that universe.
  • Legion is the fund administrator and transfer agent. Positions are recorded on an on-chain ledger through MetaLeX, with an administered-hosting default so investors need no wallet, UCC Article 8 treatment, a compromised-credential-transfer voidness protection, and resale doors under Rule 4(a)(7) and Rule 144. There is no general solicitation.
  • The mechanics. Liquidity operates within the vehicle's governing documents and any portfolio-company transfer restrictions, and it depends on a willing buyer within the approved universe.

Process

Next steps

01

Request your fund lead invite

Access to Legion is invite-gated, so you will request a fund lead invite link.

02

Complete KYB

Verify your fund lead entity through our compliance partner. This is a one-time business verification, and it unlocks banking and deal creation.

03

Launch your first deal

Use the deal wizard to set the terms and go live.

FAQ

Frequently asked questions

Everything you need to know about running an SPV on Legion.

No. Each SPV is a dedicated protected series inside an existing Delaware Series Limited Partnership, so launching a deal does not require registering and funding a brand-new company each time. A standalone Delaware LP is used where required.

If you have already passed KYB and are on the platform, setting up the SPV takes under an hour. Because each vehicle is a protected series within an existing Series LP, there is no company registration step, which is the slowest part of traditional SPV setup. Investor onboarding is fast too: invite to signed subscription in under five minutes.

A Legion entity serves as the general partner of record for each vehicle. You are the fund lead: you source the deal, run diligence, set the terms, and keep the fee economics you set, without carrying the GP role yourself. The limited partnership agreement provides transition mechanics for the general partner role, so a vehicle is not locked to Legion’s GP entity. See uselegion.com/business-continuity for how this is structured to survive Legion itself.

An independent fund administrator of record, Formidium, keeps the capital accounts, produces investor statements, and handles tax reporting, including K-1s.

By bank wire or by USDC stablecoin, into the vehicle's dedicated account. Banking runs through our banking partner, and each series has its own bank account. Subscriptions are funded upfront: there are no capital calls on a Legion SPV.

A deal needs a minimum raise of USD $100K. The minimum check size per LP is up to the fund lead, with a floor of USD $1K.

Legion is focused on SPVs for startup equity and later-stage secondaries.

Vehicle setup and administration costs typically run from around USD $8K, comparable with other SPV platforms. They are set per deal, paid by the investors rather than the fund lead, and disclosed at subscription.

It depends on who sources the investor. Investors you bring: no fee to Legion, you keep the full fee you charge them. Investors Legion introduces: Legion takes a flat 20% of the fee you charge those investors, so on a deal with 10% carry Legion's share is 2%. Vehicle setup and administration costs are paid by the investors, set per deal, and disclosed at subscription. Fee rates are set per deal at launch and frozen at that point.

Legion vehicles can offer investors a controlled path to liquidity. You enable it per vehicle and set the rules: which resale doors apply, the eligible buyer universe or whitelist, and whether trading is off, permission-required, or open within that universe. It depends on a willing buyer within the approved universe and operates within the vehicle's governing documents.

US investors: Regulation D Rule 506(b), with Rule 506(d) bad-actor screening and accredited verification. Non-US investors: Regulation S. Vehicles follow a 3(c)(1) posture with a 100-holder cap and entity look-through where applicable.

No. Legion vehicles rely on Rule 506(b) and Regulation S, so there is no general solicitation. Deals are shared privately with invited investors, either from your own network or matched through Legion's.

Form D, blue sky filings, franchise tax, and ERISA monitoring are supported through the platform and its partners, alongside the K-1s and tax reporting handled by the fund administrator.

Investor onboarding is invite-gated, and KYC and KYB are handled by Legion through our compliance partner. Legion also takes care of bad-actor checks and verifies every user on the platform.

The parts that matter to a fund lead do not depend on Legion continuing to exist. Books sit with Formidium, an independent administrator billed on an ongoing basis, and banking sits outside Legion. Read our Business Continuity and Succession page at uselegion.com/business-continuity for the full picture.

Run your next SPV on Legion.

Access is invite-gated. Request your fund lead invite and launch your first deal through the wizard.

Apply as a Manager