We use a United Kingdom Bare Trust Structure for investments handled via Odin (not a limited partnership).
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.
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 benficiaries of the trust, and the other investors:
Agree to proxy their voting and other rights with regards to the shares to the Syndicate Lead
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)
We treat the investee company as the client for regulatory purposes in order to comply with CASS (client money) regulations in the UK. The investors and the syndicate lead are considered "corporate finance contacts". Additional information on the regulatory side of things is available here.