When launching a Special Purpose Vehicle (SPV), choosing the right jurisdiction can drastically affect both cost and operational complexity. Each jurisdiction has its own purposes and value and its own filing fees, maintenance requirements, and expectations for local presence.
Below, we compare four major SPV domiciles—Delaware, Cayman Islands, Luxembourg, and Guernsey—using the Delaware Series LLC as the benchmark for cost-efficiency and scalability.
1. Delaware (Series LLC)
Government & filing fees:
- Master LLC formation: US $210 one-time state filing fee.
- Additional “protected series”: $0 state fee.
- Annual franchise tax for Master LLC: $300 (flat, not per series).
- Registered agent: ~$50 per year (required; no other local presence required).
Administrative / ongoing costs:
- No annual report or renewal filing required for LLCs.
- No requirement to hire a third-party administrative, accountant, or legal agent in state.
- No economic-substance rules requiring in-state employees or offices.
Travel / presence requirements:
- None. You never have to visit Delaware or hold in-state meetings.
Typical total annual Series SPV cost: $0.00
(the single Master entity has an annual cost of $350 per year including franchise tax + agent)
Summary: Once the Master Series LLC is formed, each new series can be added at zero ($0.00) incremental state cost.
2. Cayman Islands (Exempted Company SPV)
Government & filing fees:
- Incorporation: ≈ US $1,000 government fee.
- Registered office and agent: ≈ US $2,000–$2,500 per year.
Administrative / ongoing costs:
- Annual return to Registrar + economic-substance filings ≈ US $3,000–$3,500 per year.
- Must engage a licensed Cayman service provider.
Travel / presence requirements:
- No personal presence required, but local registered office required.
Typical total annual cost: ≈ US $3,000–$3,500.
3. Luxembourg (SCSp SPV)
Government & filing fees:
- Incorporation / notary & registration: €4,000–€8,000.
- Annual CSSF fee: ≈ €4,650–€9,250.
Administrative / ongoing costs:
- Must maintain a Luxembourg registered office.
- Must appoint a local administrative or management company (≈ €15,000–€25,000).
- Annual accounting and audit obligations.
Travel / presence requirements:
- Substance requirement: Board meetings must occur in Luxembourg.
Typical total annual cost: ≈ €25,000–€40,000 (US $27,000–$43,000).
4. Guernsey (Company SPV)
Government & filing fees:
- Incorporation: ≈ £3,500–£4,000 (US $4,500–$5,000).
- Annual government renewal fee: ≈ £1,000 (US $1,250).
Administrative / ongoing costs:
- Must engage a local corporate service provider (≈ £3,000–£5,000).
- Annual filings and substance declarations.
Travel / presence requirements:
- No personal travel required but local representation is mandatory.
Typical total annual cost: ≈ £5,000–£7,000 (US $6,000–$9,000).
🏁 Conclusion
When evaluating total SPV cost—including government fees, local administrative expenses, substance obligations, and travel—Delaware’s Series LLC structure is by far the most efficient and cost-effective jurisdiction in the world.
Once the Master Series LLC is formed, countless new SPVs can be launched instantly and for zero incremental Delaware state cost, with no need to travel, hire staff, or maintain a local office.
For fund managers and syndicators running multiple deals per year, that efficiency compounds—Delaware’s $0-per-Series advantage translates directly into faster launches, lower overhead, and higher margins.
Sally was built to make this efficiency even more powerful—automating the entire SPV lifecycle so organizers can launch and manage their deals at scale, without touching a single piece of paper or flying halfway around the world.
Disclaimer: This post is for educational purposes only and does not constitute legal or tax advice. Always consult with qualified professionals regarding your specific structure.