πŸ“œ Legal Structure

This structure is global. It works for investments in companies anywhere, and collecting funds from investors anywhere.

Paddy avatar
Written by Paddy
Updated over a week ago

We use a United Kingdom Bare Trust Structure for investments handled via Odin (not a limited partnership).

πŸ’‘ A Bare Trust is a form of British "simple trust" legal agreement in which the beneficiary (or beneficiaries) has an immediate and absolute right to both the capital and income of the trust.
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The property is held in the name of the trustee (in this case, the Odin Platform, or more specifically one of the SPV entities it administers), but the trustee has no discretion over the assets held in trust. The trustee of a bare trust is a mere nominee, in whose name the property is held. The trustee must follow the (lawful) instructions of the beneficiary in relation to the assets held in trust.

  • This means that Join Odin Limited (the Trustee and platform operator) creates a limited company that acts as a Special Purpose Vehicle (SPV) and holds the shares (or other assets) in trust on behalf of the investors (the beneficiaries).

  • For example, in the image below we have created the entity "Odin Investments Limited" - this is the SPV that holds the shares

  • An Odin Bare Trust can buy any shares or share-like instruments (eg. a SAFE agreement, convertible debt, some property or an LP holding in a fund).

One of the key advantages of the Bare Trust structure over something like a limited partnership or an LLP is that you can re-use the same legal entity for multiple deals in future. This reduces the administrative cost, and is one of the key reasons Odin is able to offer its services so cost-effectively.


Syndicate Agreements

For each deal syndicated via the Odin platform, there is a separate set of Syndicate Terms, that cover who is leading the deal, how voting, carried interest, fees, etc. will work.

You can imagine each syndicated deal you run on Odin as a separate partnership agreement between the Syndicate Lead and the Investors, that sits underneath this Bare Trust structure. Each syndicate is not a distinct body corporate, but it is a distinct, binding legal agreement specific to the asset that is being purchased.

For each deal, the Syndicate Lead is one of the beneficiaries of the trust, and the other investors:

  1. Agree to proxy their voting and other rights with regards to the shares to the Syndicate Lead
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  2. They may also opt to pay a share of profits on exit to the Syndicate Lead (carried interest).

Note - On Founder Rounds, the Syndicate Lead(s) may also be the Founder(s)


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