Where the SPV Should Sit

Somebody says "let's do it through an SPV" and everybody nods.

Then somebody asks "where?" The answer usually comes from whichever lawyer speaks first, or maybe from whatever the last deal used. Months later you find out the vehicle can't open a bank account, or the buyer won't take it, or there are filing fees and admin costs nobody priced.

An SPV should do three jobs. Ring-fence an asset from everything else you own. Hold a clean cap table, so people can come in and out without anyone touching the asset. Give a counterparty something to sign with, lend to and sue.

Where it sits is the last question, not the first.

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Start with the deal

Here are seven questions that do most of the work.

The question	What the answer settles
Where is the asset?	Where the income is taxed, and which court you would enforce in.
Who is putting money in?	US investors bring US filing obligations with them. Asian and European money usually does not.
Who is lending?	Lenders have places they will lend into and places they will not.
What does the exit look like?	A trade sale, a stock market listing and simply closing it down each want something different.
Who has to sign?	Lawyers who have never seen the place will bill you while they learn it.
Where will the account be?	The company takes a day. The bank account takes weeks, and the bank has an opinion about where it was formed.
Is there a registry?	A vessel, an aircraft or a licence can sometimes decide it on its own.

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Answer those and the shortlist is usually one or two. Below we compare the three that come up most: the British Virgin Islands (BVI), Delaware and the Marshall Islands.

The three jurisdictions

Government and registry charges as published in September 2026. Registered agent, legal and administration fees sit on top.

	British Virgin Islands	Delaware	Marshall Islands
Law	English common law. Final appeal to the Privy Council.	Delaware corporate law and the Court of Chancery.	Copied from Delaware, and its own law says Delaware court decisions apply.
Usual vehicle	Business company	LLC	Non-resident corporation or LLC
Formed in	One to two business days	Same day	Same day
Tax at the entity	None	None from the state. An LLC is not taxed itself, so the tax lands on its owners.	None
Annual government charge	US$550 up to 50,000 shares	US$400, due 1 June	US$700, which covers the yearly substance filing
Accounts filed	No. A short return goes to your registered agent, not to a registry.	No	No
Economic substance	Yes. A company that only holds shares has very little to do.	No such rules	Yes. A filing each year. A company that only holds shares has very little to do.
Known for	Cross-border joint ventures, holding companies, and lending against shares.	US assets, US lenders, US investors.	Shipping and issuers listed on the NYSE and Nasdaq.
The catch	Who owns it is becoming searchable by anyone with a good reason.	A non-US owner picks up US filings, including Form 5472.	Some banks ask more questions, because the same registry also flags ships.

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What changed this year

The old assumption is that an offshore company is private and an American one is not. This is no longer true.

In the British Virgin Islands, beneficial ownership is filed with the Registrar. From 1 April 2026 anyone who can show a legitimate interest, which broadly means an anti-money-laundering purpose, can apply to inspect an entry for a fee of US$75. The company is notified, and has five days to object. Directors' names have been accessible via paid search since 2023.

Delaware went the other way. Companies formed in the United States were taken out of the federal beneficial ownership register by an interim rule in March 2025, made final in August 2026. Only entities formed abroad and registered to do business in a state report now. A Delaware LLC tells the federal government less about who owns it than a BVI company tells the Registrar.

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Neither of those is a reason to choose one over the other. What a member of the public can search is a different question from what a tax authority can obtain, and all three have exchange-of-information arrangements. If privacy is the whole reason for the structure, there are better ways to do it.

Tax neutral is not tax free

None of the three tax the company itself. The BVI and the Marshall Islands exempt a non-resident company by statute. A Delaware LLC is not taxed itself. The tax is paid by its owners.

That's where it stops. Your own country still taxes you on what you own. Declaring it is usually the investor's job, not the vehicle manager's.

If somebody sells you a jurisdiction on tax, ask them which country's tax they mean.

Which one, and when

	Pick it when	Think again when
British Virgin Islands	The deal crosses borders, a lender is taking the shares as security, and the lawyers on both sides already know the form.	You need who owns it kept out of any register a stranger can search.
Delaware	The asset, the lender or most of the money is American.	No owner is American and nobody wants to start filing US tax returns.
Marshall Islands	You want Delaware-style law without the US tax filings that come with it, a ship is involved, or you are moving an existing company and want to keep the date it was born.	Your own bank is uneasy about it. Some are, because the same registry also flags ships.

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The Marshall Islands is the one most people haven't looked at. The statute is modelled on Delaware and expressly adopts Delaware case law, which is why the shipping companies you see listed on the NYSE and Nasdaq are so often domiciled there. The same operator also runs one of the three largest ship registries in the world. It gives US counsel a body of law they already know, without the US filings.

Four ways this goes wrong

Picking for privacy. Jurisdictions that were once very private are getting less so.

Picking what the last deal used. The last deal may have had a different asset, a different lender and a different exit.

Forgetting the account. Forming the company is the easy day. Opening the bank account takes time.

Forgetting who keeps it alive. A vehicle that misses its fees or its substance declaration gets struck off, and a struck-off company can't sign, sell or sue until somebody restores it. That usually turns up on the day you need a certificate of good standing for a closing.

You are not stuck with it

All three let a company move in or out and carry on as the same entity. It's a real option and it isn't expensive.

The Marshall Islands is the most useful of the three on this. Move a company in and it is treated as having existed since the day it was first incorporated. The name, the history, the contracts and the track record come with it, and the registry filing fee is US$500. Two conditions: the home jurisdiction has to permit the transfer, and moving out later needs an agent there for three years afterwards.

What we do

We form and administer all three from one desk.

On the Marshall Islands we sit on the registry network directly as an agent, so formation, the registered agent, the annual filings, the substance declaration, redomiciliation and the ship and yacht registry all come from us rather than down a chain of intermediaries. For BVI and Delaware we work with partners, and the reporting to you is the same.

Then the part people forget about. We keep the vehicle alive: fees paid, filings made, the register accurate, and a certificate of good standing, or one naming your directors, in your hand when a bank asks at two days' notice. That's the corporate services side of the firm, and it's administrative work, not investment advice.

A vehicle that has to report to investors, price itself and be audited needs more than just a company. A segregated portfolio under a Cayman SPC gives you an independent administrator striking a NAV, an audit and a custodian. That is what you need the day you want to show somebody a record rather than describe one. We set that out in When an SPC Is the Right Tool, and the machinery behind it is on the platform page. If what you are really doing is handing a position to somebody to run, that is Hand Over the Position.

The honest floor

The vehicle doesn't improve the asset. Moving a defaulted loan into a new company doesn't make the borrower pay.

Substance costs money. A company that only holds shares has very little to do in either the BVI or the Marshall Islands, but the moment the vehicle does something, finances something, licenses something or trades something, it needs people and premises somewhere, and that is a cost line, not a form.

We aren't your tax adviser and this isn't tax advice. Where you live decides most of what a structure costs you, and that conversation happens before the company is formed, not after.

Plenty of the deals we look at don't even need a vehicle. We say so, and there's nothing to invoice.

Send us the deal rather than the question. Where the asset is, who is funding it, who is lending, what the exit looks like. We'll tell you where it should sit.