Self Funded Search structure

searcher profile

February 23, 2021

by a searcher from University of Virginia-Darden - Darden School of Business in Charlottesville, VA, USA

I'm launching a largely self funded search with a small number of investors. I would like to hear the different vehicles that other searchers have used. Did you start LLC and for the search and then formed a special acquisition vehicle for the actual acquisition or just for one vehicle for all and use it for both part?

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commentor profile
Reply by a searcher
from Carleton College in Leesburg, VA, USA
Welcome to searching, Jared. My husband also works for the federal government. We live in Loudoun County, Va., but I am searching far and wide. I formed a Delaware LLC for my search vehicle at the beginning of###-###-#### It seemed like the proper thing to do, but so far no one has really cared, so perhaps it isn’t necessary. If I recall correctly, it costs something close to $400 a year in state franchise taxes and fees. I’ve been actively searching, somewhat slowly amid other responsibilities, since early###-###-#### Someone else will have to speak to the logistics of acquisition. One piece advice that I got was to get a dedicated credit card to use exclusively for search fund expenses. I just filed my taxes and it did indeed make it easy to keep track of transactions. For more accounting advice, I highly recommend ^redacted‌.
commentor profile
Reply by a searcher
from University of Texas at Austin in Lexington, KY, USA
I utilize an existing (basically dormant) LLC for the search. Just made it easier for me to keep search and personal expenses separate. Also, maybe it looks more professional when reaching out to targets, maybe it doesn't. At acquisition, I set-up new LLCs for purchasing the target assets. I think this is the best way as you will have a fresh set of records for the company following the acquisition (as it will be a brand new Co) and you might still have remaining expenses or funds in the Search LLC following the acquisition that you don't want to mix with the NewCo. Also, once you have the target identified, you will be able to determine the best entity structure for the new company for both liability and tax purposes.
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