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Legal Structure
An overview of the UK Nominee (bare trust) legal structure we use for our SPV's. This structure works for investments in companies anywhere, and collecting funds from investors anywhere.

Key Points

  • Odin is regulated in the United Kingdom by the Financial Conduct Authority (FCA) as an appointed representative of Aldgate Advisors Limited.โ€‹
  • In order to comply with UK FCA regulations, your investors must sign an agreement self-certifying that they are sophisticated investors.โ€‹
  • We use a United Kingdom Nominee (bare trust) structure for deals (not a limited partnership).
  • This means that Join Odin Limited (the Trustee and platform operator) creates a limited company that holds the shares (or other assets) in trust on behalf of the investors (the beneficiaries). For example, in the image below we have created the entity "Odin Investments Limited" - this is the SPV that holds the shares
One of the key advantages of the nominee structure over something like a limited partnership or an LLP is that you can re-use the same legal entity for multiple deals in future. This reduces the administrative cost, and is one of the key reasons Odin is able to offer its services so cost-effectively.
  • The beneficiaries of the trust (the investors) have an immediate and absolute right to both the capital and income of the trust. The property is held in the name of the trustee, but the trustee has no discretion over the assets held in trust. The trustee of a bare trust is a mere nominee, in whose name the property is held. The trustee has no active duties to perform. The trustee must simply follow the (lawful) instructions of the beneficiary in relation to the assets held in trust.
  • The syndicate lead is one of the benficiaries of the trust, and the other investors agree to proxy their voting and other rights with regards to the shares to the syndicate lead. They may also opt to pay a share of profits on exit to the syndicate lead (carried interest).
  • We treat the investee company as the client for regulatory purposes in order to comply with CASS regulations in the UK.
  • The trust can buy any shares or share-like securities issued by the investee company (eg. SAFE agreement or convertible debt).
  • The Syndicate Terms and Deal Sheet (see below) define any carried interest payable by trust beneficiaries to the Syndicate Lead.

Sample Documents

Investee Terms (Jun 28 2022).pdf
189KB
PDF
Platform User Agreement (Mar 2022).pdf
192KB
PDF
Syndicate Terms (Mar 2022).pdf
147KB
PDF
EXAMPLE-deal-sheet.pdf
63KB
PDF