What is a Continuation Vehicle? GP-Led Secondaries Explained for Operators
By aama.io Fund Operations Team · Last reviewed 9 October 2026
Key facts
| Triggered by | GP-led secondary / desire to hold winners past fund life |
|---|---|
| LP choice | Typically roll, sell, or a mix |
| New vehicle | New SPV, fund or VCC sub-fund with its own books |
| Admin focus | Source link, elections, invite rollers, capital calls, reporting |
| Not required for MVP | Full bid desk, escrow and stapled-primary automation |
| Conflicts | GP-led deals need disclosure and often independent advice |
How it works
- Propose and disclose. The GP proposes transferring assets or interests into a new vehicle and discloses conflicts, pricing basis and options to LPs.
- Collect elections. Each LP elects to roll (stay invested via the CV), sell, or remains undecided until a deadline.
- Onboard and operate the CV. Rolling LPs complete onboarding on the new vehicle; capital calls, NAV and reporting run like any other fund or SPV.
Worked example: One portfolio company into a CV
A five-year PE fund wants to hold a breakout company longer. A new SPV/CV is formed; 12 LPs elect to roll $40M of commitment; 8 elect to sell.
| Source fund LPs | 20 |
| Roll elections | 12 LPs / $40M |
| Sell elections | 8 LPs |
| Admin next step | Invite 12 rollers onto the CV LP portal and publish the linked fund |
The election register is the bridge between the old vehicle and the new one. Without it, onboarding becomes a manual reconstruction of who stayed.
Common mistakes
- Treating the CV as a label on the old fund instead of a new vehicle with its own investor register.
- Inviting everyone from the source fund without recording roll vs sell.
- Building a full secondaries trading desk before the admin path for elections and onboarding works.
The Singapore and APAC angle
CVs in Singapore may sit as a new company, LP or VCC sub-fund. Tax incentives (13O/13U) and MAS licensing follow the manager and structure — confirm with advisors; software does not grant the incentive.
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SPVs & Syndicates
Single- and multi-asset vehicles — onboarding, carry, distributions and accounting.
Go deeper
Continuation Vehicles for Emerging Managers: Admin Without a Secondaries DeskTrue Syndicates vs Invite LinksRelated terms
Sources
ILPA — GP-led secondariesaama.io — SPVs & SyndicatesGeneral information, not tax, legal, accounting or investment advice. This content is sourced from the references above and from public regulatory material, and it can become outdated. Always confirm the current position with your counsel and ILPA guidance on GP-led secondaries, and take professional advice for your specific situation, before relying on it.