Rollup - group investors on your cap table
Roll up investors into one group
Turn multiple investors into one easy-to-manage entry on your cap table with a rollup.
Unlimited investors, one line
Keep your cap table clean
Create a rollup and add your investors to a single legal entity. Forming a nominee company or SPV is now just a few clicks.
Sorted in a couple of clicks
Add a rollup, speed through your round
On SeedLegals, it’s simple to manage your fundraise and equity all in one place.
Add investors to your round and choose whether they join the rollup or invest directly- Do it all on one workflow, with the rest of your funding round
- No charge to get started, pay the Rollup fee when you close the round
How to create a rollup on SeedLegals
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FAQs
Frequently asked questions about rollups
What is a rollup?
Rollup is an optional add-on to a funding round that allows you to group together an unlimited number of investors into a single entry on your cap table.
Technically, the rollup works as a type of Special Purpose Vehicle (SPV). The investors inside the rollup invest into this vehicle, which then invests into your company. This means that all the investors in the rollup are treated as a single legal entity, not individual investors.What’s the benefit of having a rollup?
The more individual shareholders you have, the more communication you have to manage.
When your startup is in an early stage, your round might consist of multiple smaller investments from angels who aren’t interested in being involved beyond putting in money and waiting for a return.
Adding them into a rollup saves both you and them time. You won’t have to chase lots of people when you need shareholder approval, and they can outsource their investor responsibilities to a trusted proxy.
At later funding rounds, you might find VC and institutional investors prefer a ‘clean cap table’ (one that doesn’t have lots of small shareholders). Grouping smaller investors into one line helps keep your cap table focused, manageable and more attractive to later-stage investors.What is a proxy? How do I choose one?
One investor from the rollup has to represent all the other members. If the investors in the rollup get voting shares, it will be the proxy’s responsibility to collate the votes of all the investors in the rollup, and they will then vote yes or no based on the majority vote.
If you don’t want the rollup investors to have any voting rights you can give them non-voting shares, but you’ll still need to designate a proxy for administrative purposes.
By default on the SeedLegals platform, the first investor you add to the rollup is selected as the proxy. You can change this to any investor in the rollup at any time during the round.Can rolled up investors get SEIS/EIS?
Yes, if your investors qualify, you can still offer rolled up investors SEIS/EIS tax relief as normal.Can I have more than one rollup in a round?
No, currently it’s only possible to have one rollup with one type of share class per funding round.
Investors in the rollup are still individually entitled to receive SEIS/EIS tax relief when eligible and discounts if applicable.Can I use a rollup if I’m raising using SeedFASTs
Yes, if and when the SeedFAST converts into shares during the round, you can choose whether it converts as a direct investment or inside the rollup.
The investor will need to join the rollup and sign the rollup agreement.I already have a lot of investors on my cap table. Can I use a rollup to clean it up?
No, the rollup is ‘signed and sealed’ as part of the funding round, and you can't make any changes after the round is complete.
It would be a different legal process to retroactively group investors together, which we currently don’t support. If you’d be interested in having this option, please get in touch with the SeedLegals team.Why do investors in the rollup need to be KYC-checked?
To comply with the UK’s Financial Conduct Authority (FCA) regulations, SeedLegals has to confirm the identity of every investor in the rollup.Is SeedLegals Rollup the same as AngelList’s Roll Up Vehicle (RUV)?
SeedLegals rollup works in a similar way to AngelList’s RUV.
The benefit of choosing SeedLegals is that we make it easy to manage your cap table, funding round and share options all in the same place, with unlimited expert support.
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