Choosing your SPV jurisdiction: Delaware, Cayman, Luxembourg, or UK

The jurisdiction your SPV is formed in shapes who can easily invest, how your LPs are taxed, and how much the vehicle costs to run. Most first-time sponsors don't need to overthink it — but as your LP base goes global, the choice starts to matter. This guide walks through the four jurisdictions RocketBook is building toward, what each is good at, and a simple way to decide.

Delaware (USA)

Delaware is the default for US-led deals and US LP capital, and it's the jurisdiction RocketBook supports today. A Delaware LLC is universally accepted by US investors and portfolio companies, runs on a mature LLC statute backed by a specialist business court, and is fast and inexpensive to form and administer.

• Pros: universal US acceptance, mature legal framework, low cost, fast formation.
• Trade-offs: US partnership tax reporting (K-1s) for every LP, and less familiarity among some non-US institutions.

Cayman Islands

Cayman is the standard offshore feeder for non-US LP capital. It's tax-neutral, well-established for investment funds, and broadly accepted by international institutional investors. Non-US LPs avoid the K-1 reporting burden that comes with a US partnership.

• Pros: tax-neutral, institutionally familiar, no K-1 burden for non-US LPs.
• Trade-offs: higher formation and ongoing cost than Delaware, and usually paired with a US master vehicle, which adds complexity.

Luxembourg

Luxembourg is best when European institutional capital is material to your raise. As an EU-domiciled vehicle with a strong regulatory reputation and flexible structures (SCSp, RAIF), it's the option European institutions often prefer.

• Pros: EU-domiciled, preferred by European institutions, strong regulatory standing.
• Trade-offs: more expensive and operationally heavier; generally only worth it for sizeable European raises.

United Kingdom

A UK vehicle is useful for UK-centric sponsors and LP bases. The legal system is familiar and well-regarded across the UK and Europe, supported by deep professional services and tax-transparent partnership options.

• Pros: familiar, well-regarded legal system for UK and European LPs, tax-transparent partnership options.
• Trade-offs: higher ongoing compliance overhead than Delaware, and less commonly accepted by US-based portfolio companies.

Help me pick

Start with where your capital and your deal sit. If your LPs and the portfolio company are mostly US-based, Delaware is almost always the right call — it's the cheapest, fastest, and most widely accepted option. If you're pooling significant non-US capital, an offshore feeder like Cayman alongside a US master is the common pattern. Reach for Luxembourg when European institutional money is material, and consider the UK when your sponsor and LP base are UK-centric.

RocketBook supports Delaware today, with Cayman, Luxembourg, and the UK on the roadmap. If a non-Delaware jurisdiction is essential for your raise, pick Delaware for now and get in touch — we'll help you plan the structure.