Corporate SPV or bare trust nominee, explained

Key figures

• 1 Line on the target’s cap table under either structure

• 0 Bank accounts in a bare trust structure where investors pay the target

• 50 Members of a Singapore private company, which caps a corporate SPV’s investors

• 50 persons · 12 months Private placement limit on offers, under either structure

• 16 June 2025 Nominee status shown on the target’s public ACRA profile. The investors stay private

Contents

1. Corporate SPV vs bare trust nominee structure

2. What the sponsor controls

3. Cash flows and bank accounts

4. Sponsor economics

5. What investors receive

6. Effects on the target’s cap table

7. What happens when something fails

8. Advantages and drawbacks for a sponsor

Angel syndicates constitute one line-item on the target’s capitalisation table. Sponsors have two vehicle types for this. A corporate SPV in Singapore is typically a private company limited by shares that owns equity or debt capital of the target company. A bare trust nominee holds legal title for the investors. The choice allocates control, cash, tax and paperwork between sponsor, investors and target.

1. Corporate SPV vs bare trust nominee structure

Figure 1. Corporate SPV. Investors own the SPV, the SPV owns the target shares, and cash passes through the SPV’s bank account.

Figure 2. Bare trust nominee. The nominee holds legal title, each investor keeps beneficial ownership of their own shares, and cash goes straight to the target.

2. What the sponsor controls

A corporate SPV gives the sponsor usually a board seat. The board votes the target shares, signs follow-on documents and decides when to sell. This may help certain sponsors build a track record and sharpen their profile as board members. Investors influence those decisions through the SPV’s constitution and any shareholders’ agreement.

A bare trust gives the sponsor no vote. The nominee holds legal title and acts on instructions. Each investor directs the vote on their own shares. A target resolution needs an instruction from every investor who wants a say, collected before the meeting.

Control has a regulatory price. A sponsor who selects deals and decides for a pool of investors moves towards fund management under the Securities and Futures Act. MAS describes fund management as making investment decisions over a pool of money or assets on behalf of customers. A collective investment scheme requires participants without day-to-day control, and either management of the property as a whole or pooling of contributions. A sponsor in a bare trust structure exercises no discretion over investors’ shares and pools nothing. A sponsor running an SPV board does, potentially, both.

Note

The sponsor’s role decides licensing

Discretion and pooling by the sponsor, not the name of the vehicle, drive the fund management analysis.

3. Cash flows and bank accounts

A corporate SPV requires a bank account for cash transactions. Auberique runs one KYC check across every investor in the syndicate. If the client chooses a bank Auberique proposes, we deliver one compliance file to the bank on the receiving side before money moves. Sponsors and investors track the closing in the Auberique client portal. Called subscription money lands there and leaves for the target. The bank sees, say, 30 inflows and one outflow. Some banks, especially high-street banks and banks acting as escrow account facilitators, diligence each investor, not only the ones that hold at least 25% of the SPV’s shares. They may ask for source-of-funds and other in-depth evidence, holding back closing of the whole transaction.

A bare trust structure needs no bank account. Investors wire subscription money directly to the target company. The nominee enters the shareholder register of the target company as holder of record. Nothing passes through it. No payment risks being frozen. Exit proceeds go to the investors directly, or through a paying mechanism defined in the trust deed.

Case in point

The frozen account

A sponsor opens an SPV account to collect S$1.5 million from 30 angels in nine countries. Two days before closing, the bank holds the funds pending source-of-funds documents and translated, notarised and apostilled passport copies for six investors. Closing slips by three weeks. The same 30 angels in a bare trust structure wire the target. The target’s bank asks for the subscription agreement and the investor list. Closing proceeds on the scheduled date.

4. Sponsor economics

In a corporate SPV the sponsor’s terms sit in the SPV’s constitution and shareholders’ agreement. Every investor signs the same document. Every distribution runs through the SPV.

In a bare trust structure the sponsor’s terms sit in a contract between sponsor and investors, outside the nominee. The nominee charges Auberique’s administration fee and nothing more. This fee for administering the deal likely does not point towards fund management or financial advice. Exit proceeds reach investors without passing through a sponsor-controlled company.

5. What investors receive

SPV investors hold shares in a Singapore company embodied in share certificates. The SPV pays tax as an entity. Investors pay tax on its distributions under the rules of their tax residence. Their rights run against the SPV, not the target.

Bare trust investors hold the beneficial interest in target shares. Tax authorities usually look through the trust and treat the investor as holding the shares. Member rights in the target run through the nominee. Transfers follow Share issues and transfers in Singapore, explained.

Recognition of bare trusts abroad usually depends on the investor’s country. Singapore is not a party to the 1985 Hague Trusts Convention. Germany, Japan and the United States, for example, are not parties either. France signed and never ratified. The United Kingdom, Australia, Canada, Italy, the Netherlands, Luxembourg and Switzerland are parties. Singapore law governs the trust. A Singapore court applies it to shares in a Singapore company.

Case in point

The German angel

An angel in Munich joins a syndicate through a Singapore bare trust nominee and holds 10,000 target shares. Germany is not a party to the Hague Trusts Convention. Section 39(2)(1) of the Abgabenordnung attributes assets held under a trust arrangement to the person for whom they are held. For German tax purposes the shares are hers. In a corporate SPV she would hold shares in a Singapore company instead.

6. Effects on the target’s cap table

Either vehicle counts as one member of the target. Section 18 of the Companies Act caps a private company at 50 members. The same cap limits a corporate SPV to 50 investors of its own, counted at SPV level, not target level.

Founders watch exempt private company status. A corporate SPV is a corporation with a beneficial interest in the target’s shares, so the target loses exempt status. A corporate nominee holds legal title only. Where every investor behind it is an individual, a reasonable view holds that no corporation has a beneficial interest and exempt status survives. No court has tested the point. Exempt private companies in Singapore, explained sets out what the status changes.

Nominee status is public. Since 16 June 2025 companies file their nominee shareholders with ACRA, and the target’s business profile shows the nominee as such. Only government agencies, but not the public, see the investors behind it. Local rules apply where the target company is not Singaporean.

Offer rules bind the sponsor under both structures. An invitation to join a syndicate is itself an offer of securities. An offer to more than 50 persons in 12 months generally falls outside the private placement exemption.

7. What happens when something fails

A corporate SPV is a company with its own liabilities. Its creditors rank against its assets, which include the target shares. Investors hold shares in it and stand behind those creditors.

Trust assets should sit outside the nominee’s estate. The nominee’s creditors cannot reach them. Auberique’s nominee is a dormant subsidiary that holds shares and does not trade.

Case in point

The nominee’s insolvency

A nominee company holds shares for 40 investors in five targets. Its parent fails. A liquidator takes control of the nominee. The shares held on bare trust stay outside the pool for the nominee’s creditors. Each investor can require transfer of their shares to a replacement nominee or into their own name.

8. Advantages and drawbacks for a sponsor

Auberique sets up both structures through its special purpose vehicles service. A dormant subsidiary of Auberique, a registered corporate service provider, acts as nominee in the bare trust structure.

Common questions

What is the difference between a corporate SPV and a bare trust nominee?

A corporate SPV is a company that owns the target shares, and investors own shares in the SPV. A bare trust nominee holds legal title only, and each investor holds the beneficial interest in their own target shares. Both appear as one line on the target’s cap table.

Does an SPV sponsor need a MAS licence?

It depends on what the sponsor does. Selecting deals and deciding for a pool of investors moves towards fund management under the Securities and Futures Act. A sponsor in a bare trust structure exercises no discretion over investors’ shares and pools nothing.

Why might an SPV’s bank account get frozen?

Banks see inflows from dozens of payers followed by one outflow, and may ask for source-of-funds or other customer due diligence evidence. In a bare trust structure investors pay the target directly, so no SPV account exists to freeze.

Are nominee shareholders disclosed publicly in Singapore?

Since 16 June 2025 companies file their nominee shareholders with ACRA. The business profile shows nominee status. Only government agencies see the investors behind the nominee.

Is a Singapore bare trust recognised in civil law countries?

It depends on the country. Singapore is not a party to the 1985 Hague Trusts Convention. Italy, the Netherlands, Luxembourg and Switzerland are parties. Germany is not, but its tax code attributes assets held on trust to the person for whom they are held.

Does the choice of vehicle affect the target’s exempt private company status?

A corporate SPV ends the target’s exempt status because a corporation holds a beneficial interest. A corporate nominee holds legal title only, so where every investor behind it is an individual a reasonable view holds that the status survives. No court has tested the point.

Auberique sets up and runs corporate SPVs and bare trust nominee structures for sponsors through its special purpose vehicles service. Sponsors track each closing in the Auberique client portal.

About the author

Gavin McDaid is a practising solicitor (England and Wales) and former venture capitalist, with an LLM in Law and Technology from Queen’s University Belfast. He writes on company law, fundraising and governance in Singapore.