Launch an SPV to buy
existing shares
A Secondary SPV brings your investors together to purchase shares from founders, employees and early investors. The SPV works through issuer consent and transfer rules, then takes the seller’s place on the cap table. Allocations forms and administers it, and you stay the sole manager.
Buying shares from current shareholders
A Secondary SPV buys existing shares in a private company from its current shareholders, instead of investing in a new funding round. It gives early employees, founders and early investors a way to sell part of their stake before an IPO or acquisition.
The secondary market has grown quickly as companies stay private longer. In a primary round, new money goes to the company to fund its growth. In a secondary, existing shares change hands: the original holders get liquidity, and new investors gain access to more established companies.
Secondaries are now a main path to liquidity
With fewer IPOs and the largest companies staying private longer, buying and selling existing shares has become one of the main ways venture investors get liquidity. SPVs are one of the most common ways to do it.
Secondaries now rival IPOs and acquisitions as a source of venture liquidity.
More than $300B has been raised for secondaries and is still waiting to be invested.
Source: Allocations Insights, “Venture Secondaries and SPV Volume 2026” and “What are secondary SPVs?”
From seller to cap table in six steps
Transfer restrictions, consent rights and tax reporting each need care in a secondary. On Allocations, each one is a tracked step in the deal. Click a step to see the manager’s view.
Verify title and transfer rules
Secure issuer consent
Form the SPV and onboard buyers
Sign one purchase agreement
Fund and close
Record, report, distribute
Title and transfer rules are confirmed before any buyer is invited, so the transfer is valid when it closes.
Consent complete. Buyers can now be invited.
12 of 14 buyers complete.
Money moves from investors to the SPV, then to the seller. The company receives none of it and only consents to the transfer.
Everything a Secondary SPV needs
Any deal structure
Buy directly from a founder or early investor, or invest through another LLC. Allocations supports both.
Tax support throughout
Every investor receives an annual K-1, even when your SPV invests through another LLC.
Full control
You stay the sole manager of the SPV, and Allocations acts as its fund administrator.
Stablecoin contributions
Investors can fund the SPV in USDC or USDT, alongside wire and ACH.
Investing through an existing SPV
Your SPV buys a membership interest in another SPV that already holds the shares. It’s often used to buy a secondary position from an existing vehicle.
Access. More deals open up through SPVs that already hold shares.
Membership interests. Buying a membership interest can be simpler than transferring the shares themselves.
Clear structure. Ownership of the asset is already set up in the existing SPV.
Liquidity for holders and access for buyers
As companies stay private longer, shareholders need ways to sell before an exit, and investors want access to companies that are further along.
Liquidity for early holders
Employees and early investors often hold valuable shares in successful private companies. A Secondary SPV gives them a buyer, so they can diversify, cover expenses or pursue new opportunities before an exit.
Access to established companies
Secondary deals often target companies with proven business models, real scale and strong traction.
A growing market
The private secondary market keeps growing as companies stay private longer and shareholders look for liquidity.
Flexible targeting
An SPV can target a specific company, sector or stage, giving both sellers and buyers more options.
SPV features at a glance
Setup
Onboarding
Close
A Secondary SPV is a vehicle you form and manage to buy existing shares, with Allocations handling formation and administration. AllocationsX is a regulated secondary market for buying and selling shares of pre-IPO companies, operated by Allocations Securities, LLC, member FINRA/SIPC. The two serve different purposes.
Explore AllocationsX →See what Allocations customers have to say about us
“We were very impressed by how Allocations handled our SPV. We’ve tried almost all the existing platforms, and Allocations was by far the best of the breed. Thank you! We firmly believe that Allocations can become the new standard in fund creation and management.”
“Thank you team Allocations for making my climate tech dream for the average investor a reality and helping us solo GPs sleep better at night.”
“Helios Capital is proudly powered by @AllocationsInc! Kachow Lightning McQueen! As my daughter would say.”
Before you buy
Secondaries involve more steps than a primary round. Book a demo to walk through it with the team.
Do I need the company’s consent?
+Usually. Many companies require board approval or legal review before an SPV can hold shares, and most shareholder agreements include a right of first refusal and co-sale rights. Each one is tracked as a step, so the transfer is valid when it closes.
How is a Secondary SPV different from AllocationsX?
+A Secondary SPV is a vehicle you form and manage to buy an existing position, with Allocations handling formation and administration. AllocationsX is a regulated alternative trading system for private company shares, operated by Allocations Securities, LLC, member FINRA/SIPC. One is a vehicle, and the other is a marketplace.
Can my SPV buy an interest in another SPV?
+Yes. SPV into SPV is supported and often used to buy a secondary position from an existing vehicle. Your investors still receive annual K-1s from Allocations.
Who controls the SPV?
+You do. You’re the sole manager and set the terms in the operating agreement. Allocations acts as fund administrator, handling formation, banking, onboarding, filings, accounting and tax.
Can investors contribute in stablecoins?
+Yes. Investors can fund their commitment in USDC or USDT, alongside wire and ACH.
Which investors can participate?
+In the US, most SPVs rely on Regulation D and are open to accredited investors. Accreditation, KYC and AML checks run in the onboarding flow for every buyer.
What happens at exit?
+Exits usually come through an acquisition, an IPO or a further secondary sale. Proceeds go to the SPV and are distributed to investors under its operating agreement.
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Allocations secondary market is operated through Allocations Securities, LLC dba AllocationsX, member FINRA/SIPC. Check this firm on FINRA BrokerCheck. Allocations Securities, LLC is a wholly owned subsidiary of Allocations, Inc.
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