Support Materials — Portfolio Structuring & Asset Protection
Use these resources to structure your business safely, protect assets, and keep funding simple and auditable.
Quick links:
Group Structure Diagram •
SPV Setup Template •
Banking Structure Recommendations •
Asset Protection Checklist
1) Sample Group Structure Diagram (WP format)
Example layout for ring-fencing activities and risk. Adjust names to match your companies.
Holding Company (HoldCo Ltd) — owns shares in subsidiaries
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- PropHold SPV Ltd — holds title to long-term buy-to-let assets
- Projects SPV Ltd — one-deal company for flips/assisted sales
- R2R Ops Ltd — rent-to-rent / management contracts (no property title)
- Services Ltd — sourcing/consulting income (separate from assets)
Each SPV has its own bank account, bookkeeping, insurance, and contracts.
Tip: Keep SPVs “clean”: only one strategy and minimal mixed activities to make refinancing/sale faster.
2) SPV Setup Template (UK)
- Define purpose: One strategy / one deal (e.g., “BRR of 12 Acacia Rd”).
- Companies House: Incorporate a private company limited by shares.
- Suggested SIC codes: 68100 (Buying & selling own real estate), 68209 (Other letting & operating of own or leased real estate), 41100 (Development of building projects) as applicable.
- Directors/shareholders recorded; add PSC (Person with Significant Control).
- Registered office & service address: Avoid home address if privacy is a concern.
- Accounting & tax: Register for Corporation Tax, set accounting reference date, appoint a property-literate accountant.
- Banking: Open a dedicated business current account for the SPV (see banking section).
- Insurance: Landlord, public liability, professional indemnity (as relevant), rent guarantee (for R2R), and project insurance for flips.
- Contract library: Board resolutions, intercompany loan agreement (if HoldCo funding SPV), JV agreement (if applicable), management agreement (if Services Ltd supports SPV).
- Compliance pack: AML/KYC files, EPC, gas/electrical safety, HMO licence (if needed), GDPR basics for tenant data.
- Bookkeeping: Create chart of accounts tailored to property (rents, utilities recharge, maintenance, lender fees, valuation fees, legal, insurance, voids, capex).
- Deal close: Store title docs, mortgage offer, valuation report, completion statement in a cloud folder named “SPV-YYYY-Property”.
3) Banking Structure Recommendations
- One entity → one account: No co-mingling. Every company (HoldCo, each SPV, Services Ltd, R2R Ops) has its own current account.
- Income routing: Rents paid directly into the owning SPV’s account. Management fees (if any) invoiced from Services Ltd to the SPV monthly.
- Expense discipline: Mortgage, insurance, utilities (where landlord-paid), maintenance all paid from the same SPV account for clean audit trails.
- Reserves: Keep 3–6 months’ property costs in each SPV. HoldCo may keep a separate “Capital Reserve” for emergencies/opportunities.
- Intercompany loans: If HoldCo funds an SPV, document with an Intercompany Loan Agreement (rate, term, repayment priority). Record in both ledgers.
- Card use: One business card per entity; disable ATM withdrawals; receipts captured via app (Dext, Pleo, etc.).
- Monthly reconciliation: Bank recs + aged payables/receivables; quarterly management accounts for portfolio decisions.
Cashflow waterfall (rent month): Rent in → mortgage & fixed costs → maintenance/void reserve top-up → management fee to Services Ltd (if used) → surplus retained or distributed per board resolution.
4) Asset Protection Checklist
Tick through before each new acquisition or refinance:
- [ ] Property held in an appropriate entity (SPV/Ltd) — not personal name (unless intentionally structured).
- [ ] Separate bank account opened and active for this entity.
- [ ] Intercompany/JV funding documented (loan agreement or JV agreement signed).
- [ ] Correct insurance in place (LL, PI, project cover; rent guarantee if relevant).
- [ ] Personal guarantees limited where possible; security understood and negotiated.
- [ ] Core compliance current (EPC, gas/electric, HMO licence, fire risk assessment).
- [ ] Contracts: management, tenancy, works, and supplier agreements signed (no verbal arrangements).
- [ ] Data protection basics set (tenant data storage, access control, retention policy).
- [ ] Board resolution/minutes filed for key decisions (buy/sell/re-mortgage; intercompany loans).
- [ ] Disaster plan: reserves in place; who does what if you’re unavailable for 30+ days.
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