GLOSSARY · BLOCKCHAIN & WEB3
SPV (Special Purpose Vehicle)
What an SPV or special purpose vehicle is: the company that isolates an asset and its risks, and why almost every serious tokenization has one behind it.
WHAT IS IT? · FOR DUMMIES
An SPV (special purpose vehicle) is a company created for one thing only: to hold a specific asset — a building, a project, a portfolio — isolated from the rest of the business. If the sponsor goes bankrupt, the SPV's asset does not fall with it. Almost every serious tokenization has an SPV behind it: what gets tokenized are the rights over the vehicle, not the raw asset.
WHAT IS IT? · PRO
In tokenization the SPV performs the isolation function that the fideicomiso (trust) performs in Latin America: separating assets, ring-fencing risks and giving the investor a legally clean right — shares, units, bonds or loans of the vehicle — that can be represented in tokens. The corporate form matters: in Spain, the units of a limited company (SL) cannot be transferable securities, so tokenized equity requires a public limited company (SA) or a debt structure, as we explain in tokenizing company shares.
The SPV design — jurisdiction, form, tax, governance — is decided in the structuring phase of any asset tokenization: it is layer 1, not paperwork.
01 / Key points
- Company created to isolate an asset and its risks
- The rights over the vehicle are tokenized, not the asset directly
- The corporate form conditions what can be tokenized (SL vs SA in Spain)
- Functional equivalent of the Latin American fideicomiso
02 / Advantages
- Risk isolation: the asset survives the sponsor
- Clean, divisible rights for the investor
- Structural flexibility (equity or debt)
03 / Disadvantages
- Incorporation and administration costs
- Badly designed, it shifts risks instead of isolating them
- The vehicle's tax treatment can eat the return