Sponsors often ask how much it costs to structure a project finance special purpose vehicle. The honest answer is that the cost is rarely about the filing fee for a company. A bankable SPV sits inside a legal, tax, financial and operational framework that needs to withstand scrutiny from lenders, investors and regulators. For a mid market project with external debt, that usually means a six or seven figure development budget for structuring and advisory work, even when the company registration itself looks inexpensive on paper.
Structuring a project finance SPV is not the same as incorporating a company with a template constitution. It covers the full set of documents and decisions that ring fence cash flows, allocate risk and connect the project to lenders and investors. Sponsors who budget only for incorporation fees understate the real cost and slow down financial close.
The cost is driven less by the number of entities on an organogram and more by the number of legal systems, counterparties and risk points that must be documented to a lender standard. The table below gives typical components and order of magnitude ranges for a mid market project in the USD 50,000,000 to USD 300,000,000 band. Figures are indicative and can move up or down depending on complexity and jurisdiction.
| Cost Component | Typical Scope | Indicative Range (USD) |
|---|---|---|
| Incorporation & Corporate Services | SPV incorporation, registered office, company secretary, basic governance support, corporate records and annual filings in the chosen jurisdiction. | 15,000 to 75,000 set up, plus 10,000 to 40,000 per year for maintenance. |
| Sponsor Legal Counsel | Advice on structure, project documents, shareholder arrangements, sponsor support, local law issues and negotiations with lenders and counterparties. | 200,000 to 600,000, higher where multiple jurisdictions or complex offtake are involved. |
| Lender Legal Counsel | Drafting and negotiation of finance documents, security package, intercreditor terms and direct agreements. Fees are usually for the borrower’s account in project finance. | 250,000 to 800,000, sometimes more for multi source or export credit backed structures. |
| Tax & Regulatory Structuring | Analysis of holding and project jurisdictions, treaty access, withholding, thin capitalisation, interest deductibility and regulatory approvals affecting the SPV. | 75,000 to 300,000 depending on number of jurisdictions and sensitivity of the sector. |
| Financial Model Build & Audit | Development or refinement of a lender grade financial model for the SPV, plus an independent model audit where required by banks or credit committees. | 75,000 to 250,000 for build and advisory, 50,000 to 150,000 for model audit. |
| Technical, Environmental & Insurance Advisers | Independent engineer, environmental and social impact, and insurance advisers providing reports and opinions to lenders on project risks and mitigants. | 150,000 to 500,000 combined across workstreams for mid scale projects. |
| Capital Markets & Rating (If Applicable) | Rating agency fees, listing sponsor, trustee, paying agent and documentation where the SPV issues project bonds instead of or alongside bank loans. | 200,000 to 600,000 or more, depending on jurisdiction and bond size. |
The absolute cost of SPV structuring does not scale linearly with project size. A USD 80,000,000 project and a USD 180,000,000 project in the same jurisdiction with similar risk allocation may face similar advisory budgets. The ranges below are indicative for projects that intend to raise non recourse or limited recourse debt, not small balance sheet funded assets.
| Project Size (Capex) | Typical SPV & Advisory Budget | Comments |
|---|---|---|
| USD 20,000,000 to 75,000,000 | Around USD 250,000 to 750,000 | Often single jurisdiction with simpler contracting. Sponsors sometimes try to compress costs, which can extend timelines if documents need rework to satisfy lenders. |
| USD 75,000,000 to 300,000,000 | Around USD 500,000 to 2,000,000 | Multi contract structures, more than one lender or tranche, and more detailed technical and ESG work. SPV and advisory costs form a small percentage of total capex but are material in absolute terms. |
| Above USD 300,000,000 | Often USD 1,500,000 to 5,000,000+ | Syndicated or club bank facilities, export credit agencies, sometimes bond tranches. Multiple legal systems and advisers, extensive due diligence and more complex intercreditor work. |
Most SPV related costs sit in the development budget and are at risk until financial close. Sponsors, development equity providers or co developers usually pre fund these items. Once the project reaches close, part of that spend may be reimbursed from debt drawdown or long term equity, depending on how the documentation treats development costs and success fees.
Financely works on projects where sponsors are prepared to treat SPV structuring and advisory work as a core part of development expenditure, not as an afterthought. Our role is to help sponsors define the capital structure, map the SPV and holding framework, prepare lender grade materials and coordinate with legal, tax and technical advisers selected for the transaction. The objective is to reach a structure that credit committees can evaluate without repeated redesign.
Engagements are handled on a private credit and project finance advisory basis, with mandates framed as best efforts. Financely does not replace legal, tax or technical advisers and does not provide regulatory advice. Instead, the focus is on translating project economics and risk allocation into structures and materials that align with how banks and institutional lenders review SPVs and long term contracts.
For an overview of how we support sponsors and operating businesses across trade, project and private credit transactions, visit our main website and review the sectors and services we cover.
Visit Financely GroupDisclaimer: Indicative figures in this guide are general in nature and do not constitute legal, tax, accounting or investment advice. Financely acts as advisor and arranger through regulated partners and is not a bank. Any financing or structure referenced on this page is subject to underwriting, KYC, AML, sanctions screening, legal review, documentation, perfected security and approvals by relevant stakeholders. No public offer or solicitation is made on this page.
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