---
title: What is the 2% transfer limit?
description: Sales of SPV interests should add up to no more than 2% of the SPV each calendar year. Learn what counts, where to track it, and what happens if a sale goes over.
---

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# What is the 2% transfer limit?

**Sales of interests in an SPV should add up to no more than 2% of the SPV in a year. The Sydecar app shows how much of the limit your deal has used before you start a transfer.**

The 2% limit is one of two ways an SPV stays within the publicly traded partnership (PTP) safe harbor, a set of tax rules that keeps the SPV from being taxed like a corporation. Your SPV only needs to meet one of the two: sales of no more than 2% of the SPV in a year, or fewer than 100 beneficial owners. See [What is the PTP safe harbor?](https://help.sydecar.io/ptp-safe-harbor?hsLang=en).

### **What counts toward the 2%**

- **Sales.** Any transfer where money or other value changes hands for the interest counts, by the share of the SPV being transferred. A sale of half of an investor's position counts as half of that position.
- **Administrative transfers don't count.** Moving an interest to your own trust or LLC, or a transfer after a death or divorce, isn't a sale and doesn't use up the limit.
- **The year.** The limit resets each calendar year.

### **Where you see it**

On the deal's "Transfers" tab and "Investors" tab, next to the beneficial owner count, for example "0.4% / 2% transferred this year". The line is visible whether or not the deal has any transfers yet. Hover the information icon next to it to see both ownership limits with your deal's numbers.

When you fill in a transfer, the form checks the limit for you and shows the result under "Transfer type", for example "Within limits: 10 / 99 beneficial owners OR 0.4% / 2% transferred".

### **What happens if a sale would go over 2%**

If your SPV has fewer than 100 beneficial owners, nothing changes. The SPV is still within the safe harbor, and the transfer continues without a warning.

If the SPV is also at or over its beneficial owner limit, the form shows that the transfer is over the deal's ownership limits. You can still initiate it. Sydecar reviews the transfer before any documents go out, and it may be blocked. See [How does Sydecar review a transfer?](https://help.sydecar.io/how-sydecar-reviews-a-transfer?hsLang=en) and [What is a beneficial owner, and what happens at my SPV's limit?](https://help.sydecar.io/beneficial-owners-and-limits?hsLang=en).

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