Who Controls What? Understanding the Division Between Syndicate Leads and SPV Admin Platforms

If you're an LP (limited partner) investing through syndicates, or an emerging syndicate lead considering launching your first deal, one of the most common areas of confusion is understanding where your syndicate lead's responsibilities end and where the SPV admin platform's responsibilities begin.

Knowing who controls what helps the LP experience overall but also to understand who to contact with questions, and creates clearer expectations all around.

Let's break it down.

What the Syndicate GP Controls

The syndicate lead, or GP (general partner), is the investment decision-maker. They're the person whose judgment you're backing when you invest alongside them. Their responsibilities center on deal sourcing, due diligence, and the strategic decisions that ultimately determine whether an investment goes forward or not. 

Deal Selection and Sourcing

The GP decides which companies make it to your inbox. Out of the tons of startups they might see in a given year, they're selecting the best deals they believe are worth your capital and attention. This curation is the core value proposition of any syndicate. The admin platform has no say in which deals get run—that's entirely the GP's call based on their investment thesis, network, and conviction.

Investment Memos and Insights

When you receive a deal, the memo you read comes from the GP (and sometimes the company itself). They're responsible for articulating why this company is compelling, what the opportunity looks like, and why now is the right time to invest. The depth, quality, and perspective in that memo reflects the GP's thinking—not the platform's. Some GPs write detailed ten-page analyses; others prefer concise summaries. That's a GP decision.

Risk Disclosure

While SPV admin platforms typically require that risks be disclosed for each deal, the GP determines what those specific risks are. They're the ones who have done the diligence and can articulate the genuine threats to the investment thesis. The platform may provide a framework or prompt for risk inclusion, but the substance comes from the GP.

Follow-On Investment Decisions

When a portfolio company raises another round, the GP decides whether to exercise pro-rata rights and/or run a follow-on SPV. This involves assessing the company's progress, the new round's terms, and whether it makes sense to double down. The admin platform doesn't weigh in on investment merit—that's squarely in the GP's domain.

Timing and Closing Decisions

Deal timelines are fluid, and the GP manages that fluidity. They'll target a closing date, but reality often intervenes. If allocation fills quickly due to strong LP demand or limited space in the round, the GP may close early. If things move slower than expected, or if the startup has flexibility and can accommodate more capital, the GP might extend the window. These judgment calls belong to the GP, who is balancing LP interest, founder relationships, and round dynamics in real time.

LP Access and Deal Invitations

Not every LP in a syndicate sees every deal. GPs often segment their investor base, inviting specific LPs to specific opportunities based on factors like check size capacity, how active LPs are etc. This curation of who sees what is a GP responsibility. The platform delivers the invitations, but the GP builds the list.

What the SPV Admin Platform Controls

The SPV admin platform handles the operational, legal, and financial infrastructure that makes syndicate investing possible/easier. Think of them as the back office that ensures money moves correctly, entities are properly structured, and regulatory requirements are met.

SPV Formation and Legal Structure

When a GP decides to run a deal, they don't personally incorporate a new legal entity, draft operating agreements, or file formation documents. The admin platform handles all of that. They create the Special Purpose Vehicle—the legal wrapper that pools LP capital for a single investment—and ensure it's structured correctly for the relevant jurisdiction and deal type.

Bank Account Setup

Each SPV needs its own bank account to receive LP funds and eventually wire capital to the startup. The admin platform establishes these accounts, manages the banking relationships, and ensures proper controls are in place. GPs don't handle the mechanics of account creation or banking infrastructure.

Collection of LP Commitments and Funds

Once LPs commit to a deal, the admin platform manages the actual collection of capital. This includes sending wire instructions, processing different payment methods (wire, ACH, etc.), tracking which LPs have funded, sending reminders for outstanding commitments, and confirming when capital has been received. The GP sees the status, but the platform runs the process.

Distribution of Returns

When an exit or distribution event happens—whether a full acquisition, secondary sale, or dividend—the admin platform manages the flow of capital back to LPs. They calculate each LP's share based on ownership, handle the mechanics of sending funds, and ensure proper documentation. The GP doesn't control this flow of capital; the platform executes distributions according to the SPV's governing documents.

Valuations and Markups

Portfolio company valuations, particularly the question of when and how markups are reflected in LP dashboards, fall under the platform's purview. Admin platforms typically have policies about which valuation events qualify (e.g., priced equity rounds from new institutional investors) and when those updates are processed. A GP might advocate for a particular valuation treatment, but the platform maintains consistency and standards across their portfolio of SPVs.

Deal Data and Documentation Requirements

To set up an SPV, certain information must be captured and verified. The admin platform determines what data is required, which includes details like the startup's legal entity name, capital raised to date, co-investors participating in the round, and the specific investment terms (safe/note terms, priced round details, etc.). The GP provides this information, but the platform defines what's needed and ensures completeness.

Why This Distinction Matters

For LPs, it hopefully clarifies who to contact with different types of questions. Wondering why you weren't invited to a particular deal? That's a GP question. Confused about wire instructions? That's a platform question.

For the ecosystem as a whole, this separation allows specialization. GPs can focus on what they do best—finding great companies and supporting founders—while admin platforms can focus on operational excellence and infrastructure.

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✍️ Written by Zachary and Alex