Direct transfer, SPV or forward: the structures compared

Direct transfer — the base case

Your shares move to the buyer on the company’s ledger: a stock purchase agreement, the company’s process (ROFR, approvals), settlement, done. Cleanest title for the buyer, simplest documents, usually the best net for you. When the company’s rules allow it, there is rarely a reason to use anything else. Everything below exists for when they don’t.

A single SPV

A special purpose vehicle buys the shares (or already holds them), and the buyer takes an interest in the vehicle instead of shares on the company’s ledger. Used when the company restricts direct transfer but the shares can sit in a vehicle, when a block is being split across several buyers, or when a buyer wants exposure without appearing on the cap table. The vehicle has real costs — formation, legal, ongoing administration — and someone manages it until the company exits. The buyer holds the vehicle, not the stock; that difference is priced.

A double SPV

A vehicle holding a vehicle: typically used when an existing fund or SPV position is itself being sold, or when transfer restrictions bind at the first vehicle’s level too. Twice the structure, twice the administration, and a longer chain between the buyer and the underlying shares. It closes trades nothing else can close, and it should be the answer only when someone has shown you why the simpler routes fail.

A forward agreement

You keep the shares; the buyer pays now (or at agreed milestones) for delivery at a permitted transfer event — an IPO, an acquisition, an approved window. Used when nothing can move today. The economics sit in the discount rather than a visible fee, the buyer carries settlement risk for years, and the contract must be read against the company’s documents: some companies treat forwards as transfers, and the ROFR is typically triggered later, at settlement, not avoided. A forward is a real route, and the one that most deserves your own counsel.

Selling the LP interest itself

When what you hold is a fund position rather than shares, the sale is of the LP interest — with the GP’s consent, on the fund’s documents. The buyer steps into your commitment, funded and unfunded. A different market with different buyers, covered in full in our guide to selling an LP interest.

Holding a fund position? Selling an LP interest, in full — and the desk’s LP liquidity service.

The one comparison that matters

Structures hide costs in different places: a brokered direct sale shows its fee plainly; an SPV adds formation and administration; a forward buries its economics inside the discount. The only honest way to compare them is one number per route: net to me, after everything, under each structure — and, for a forward, when that cash actually arrives. Any desk proposing a structure should be able to put those numbers side by side in writing. This one does; how the fee itself works is on its own page.

How the desk picks, in practice

Transferability first, always: the desk reads what your company’s documents permit before anyone talks structure or price. If a direct transfer works, that is the recommendation — it nets best and closes cleanest. If it doesn’t, the structure follows from why: restricted ledger with a vehicle path open, an SPV; nothing movable until an event, a forward; a fund position, the LP interest. Tell the desk the company and what you hold, and the answer comes back with an indicative range, usually within one business day. There is no fee to ask, and no structure is proposed without the all-in number beside it.

Common questions

Who decides which structure a sale uses?

The company’s documents, mostly. A direct transfer is the default wherever the rules allow it; the structures exist for when they don’t. The practical order: confirm what a direct transfer would need, and only if that fails, ask which structure the company’s documents and known behavior will actually tolerate.

Is an SPV interest worth the same as the shares?

Usually slightly less. The buyer holds a vehicle rather than stock on the ledger — one step removed from the company, with administration between them and the exit — and prices that in. The gap narrows when the vehicle is clean, professionally administered and holds a single asset; it widens with complexity.

What does an SPV cost, and who pays?

Formation, legal and ongoing administration — separate from any brokerage fee, and sometimes passed through to the trade. Who bears them is negotiated. The number that matters is the all-in: ask for net-to-you after everything, under each structure, and compare that.

Does a forward get me the same price as selling today?

No — a forward prices at a discount to today’s value, because the buyer carries the risk between signing and settlement: the company’s fortunes, the wait, the chance the permitted event never comes. Compare the forward’s all-in discount against a brokered sale’s price minus fee; when a direct route exists, it usually wins.

Can a structure get around the company’s transfer restrictions?

A structure works within the documents, not around them. An SPV or forward closes trades the documents permit in that form; a structure designed to defeat restrictions the documents clearly impose risks the company refusing the eventual transfer — which lands on the buyer, and prices into what you are paid. If a pitch leans on the company never finding out, walk away.

Which structure is fastest?

A direct transfer in a cooperative company — the company’s process is the clock either way, and a direct transfer adds nothing to it. An SPV adds formation time up front; a forward signs quickly but settles years later. Speed to cash and speed to done are different questions; a forward is fast to the first and slowest to the second.

None of this is legal or tax advice; a structured sale — a forward especially — deserves your own counsel before signing.

Read next

• The process, step by step — where structure gets decided inside an actual sale.
• The ROFR and company approval — the company’s turn, whatever the structure.
• How the broker’s fee works — and why structure costs are not the fee.
• Selling an LP interest — the fund position, in full.
• Every route to liquidity, compared — tender, broker, marketplace, forward, or wait.