Delaware vs Cayman vs BVI vs Luxembourg: choosing an SPV jurisdiction
When to use a Delaware LLC, a Cayman feeder, a BVI vehicle, or a Luxembourg structure for your SPV — and how to mix them when raising globally.
Most US venture and PE SPVs are Delaware LLCs. But when an SPV draws material non-US capital, sponsors often pair Delaware with an offshore feeder. Here's how the major jurisdictions stack up.
Delaware
Delaware is the default for US sponsors: mature LLC statute, specialist court (Court of Chancery), no state-resident manager requirement, low cost, universal acceptance. Use Delaware as the master SPV for US LPs.
Cayman
Cayman is the most common offshore feeder jurisdiction. Tax-neutral, well-established for investment funds, broadly accepted by international institutional investors. Use a Cayman feeder when pooling non-US LP capital alongside a US master SPV.
BVI
BVI offers similar offshore tax-neutrality to Cayman at lower formation and ongoing cost. Less institutional acceptance than Cayman but solid for smaller offshore feeders.
Luxembourg
Luxembourg structures (SCSp, RAIF) are well-suited for European institutional LPs who want an EU-domiciled vehicle. More expensive and operationally heavier than Cayman or BVI; usually only worth it when European institutional capital is material.
The hybrid pattern
The most common cross-border SPV is a Delaware LLC master with a Cayman feeder for non-US LPs. RocketBook has Delaware live today and Cayman, Luxembourg, BVI, and Singapore on the roadmap.