The first question most buyers ask is which company they want exposure to. The second question — which structure will get them there — often decides whether a deal closes in a week or takes two months. SPV, direct transfer, and forward contract are the three dominant vehicles in the private secondary market, and each carries its own settlement logic.

What each structure means at a basic level

Direct transfer
Buyer acquires membership interests, units, or shares directly from the seller and appears on (or just below) the company's cap table. Requires company consent and, in many cases, ROFR waiver.
SPV (Special Purpose Vehicle)
A newly formed LLC or LP pools one or more buyers into a single entity that holds the underlying shares. The buyer owns an interest in the SPV; the SPV holds the shares. The company sees one new line on its cap table.
Forward contract
Buyer pays today (or at a later funding date) for the right to receive shares — or cash equivalent — at a future point, typically tied to a liquidity event. No share transfer occurs at signing; counterparty risk sits between buyer and seller until settlement.

Each structure solves a different problem. Direct transfers are the cleanest for buyers who want maximum governance proximity and the simplest tax basis record. SPVs are the most common because they consolidate cap-table impact, letting companies manage investor headcount under Section 12(g) of the Exchange Act. Forward contracts are used when a company's transfer policy is restrictive or when both parties prefer to defer the mechanics.

The timeline breakdown for each structure

Direct transfer: 10–30 days in most cases

The rate-limiting step on a direct transfer is almost always the company's right of first refusal, or ROFR. When a shareholder intends to sell to a third party, most shareholder agreements require them to first offer those shares to the company — and often to other existing investors — at the same price and terms. The company typically has 30 days to respond under standard NVCA documents, though some have negotiated 45- or 60-day windows.

In practice, many ROFR windows close faster than their contractual maximum. Companies that want clean cap tables and happy employees tend to waive quickly. Companies that are mid-fundraise or actively managing dilution may let the clock run. The seller's relationship with the company, the size of the block, and the prevailing secondary price relative to the last 409A valuation all influence how quickly consent arrives.

Once ROFR is waived, execution requires a transfer agreement, a joinder to the stockholder agreement, and board or administrator consent. An experienced transfer agent can process all three in 48 to 72 hours. Total realistic timeline: 10 days if the company cooperates quickly, up to 30 if the ROFR window runs its course.

SPV: 5–15 days from signing to funded

An SPV bypasses the company's ROFR clock in one important sense: the seller transfers shares into the SPV entity, which then counts as a single cap-table entry. Whether the initial transfer into the SPV triggers ROFR depends on the underlying shareholder agreement. Many agreements carve out transfers to entities controlled by the transferor (a common structure for SPVs), which is why SPVs often settle faster than direct transfers when company consent is the bottleneck.

The SPV itself has its own setup work: entity formation, an operating agreement, subscription documents for each investor, and usually a Reg D 506(c) filing. Templated documents on a seasoned platform compress this to a matter of days rather than weeks. The buyer's due-diligence clock runs in parallel with document preparation, not sequentially after it.

The fastest SPV closes we see run five to seven business days from signed term sheet to funded entity — when docs are templated, ROFR carve-outs are confirmed, and the buyer is accredited and ready to wire.

One variable that slows SPVs: investor headcount reconciliation. If the seller has previously sold parts of the same block through other SPVs, the company may already have a legacy vehicle on its cap table. Some companies require SPV consolidation before consenting to a new one. Confirm this with the platform before signing.

Forward contract: variable, often 30–90 days to final settlement

A forward contract defers the actual share transfer to a future date — usually a liquidity event such as an IPO or acquisition. The buyer funds today (or at a defined funding date), and the seller commits to delivering shares or cash proceeds when the trigger fires. Because no shares move at signing, ROFR is not triggered at execution; it fires at delivery.

That deferred ROFR is both the structure's strength and its main risk. If the company exercises ROFR at delivery, the seller must redirect proceeds to the company rather than the forward buyer. Most well-drafted forward contracts include a ROFR indemnity clause — meaning the seller compensates the buyer if ROFR is exercised — but enforcement depends on the seller's solvency at that future date.

Buyers should read the counterparty risk section of any forward agreement carefully before funding. The relevant questions: Is the contract secured against the underlying shares? What is the seller's financial position? Does the platform hold proceeds in escrow or does money flow directly to the seller at signing?

How to choose a structure given your constraints

  1. If you want your name (or your fund's name) on the cap table and the company is buyer-friendly, pursue a direct transfer. Expect 10–30 days.
  2. If you want to close quickly, want anonymity from the company, or the block size is large enough to warrant pooling, use an SPV. Expect 5–15 days with templated docs.
  3. If the company's transfer policy is genuinely restrictive and no SPV carve-out exists, or if you need to lock a price today for a transaction that cannot close for months, a forward contract may be the only path. Budget significant time for ROFR indemnity negotiation.
  4. In all three cases, confirm the ROFR mechanics — specifically whether they apply at transfer-to-vehicle or at transfer-from-vehicle — before you agree on price. The difference can change your effective holding period by weeks.

What to confirm before placing an indication

  • Ask whether confirmed seller-side supply exists at the price shown, not merely an expression of interest.
  • Confirm whether the platform's SPV documents are templated and pre-filed with the SEC, which removes days from the closing process.
  • Ask whether ROFR is being cleared in parallel with document execution or sequentially after — parallel is meaningfully faster.
  • Verify the platform's settlement timeline is a firm commitment, not a range with unstated assumptions.

At Limen Markets, we confirm seller-side supply before any indication is accepted, run ROFR clearance in parallel with SPV document preparation, and target 1–5 business day settlement on most SPV transactions. If you are ready to compare available names and structures, the marketplace is the right starting point.