Structuring Special Purpose Vehicles (SPVs) in BVI and Cayman

Special purpose vehicles (SPVs) are a cornerstone of offshore structuring, used globally by fund managers, institutional investors and multinational corporates to pool capital, facilitate cross-border investments, and manage risk. Despite robust regulatory requirements, the British Virgin Islands (BVI) and Cayman Islands continue to dominate as preferred jurisdictions in which to structure SPVs.

This article outlines why SPVs are so widely used, how the relevant regimes in BVI and Cayman differ, what regulatory obligations apply, and how Harneys Fiduciary supports compliant, efficient SPV maintenance.

Why managers use offshore SPVs

Over the past decade, the use of BVI and Cayman-incorporated SPVs has significantly expanded among fund managers, specialist startup investment or syndicated investing platforms, and corporate dealmakers. From venture investing syndicates and private equity co-investment platforms to multinational corporates and insurance groups, SPVs have emerged as a key structuring tool to streamline investor participation and isolate risk.

While both BVI and Cayman remain popular jurisdictions for SPV formation, the BVI is seeing a sharper increase in usage, particularly for single-asset structures, due to both cost efficiency and regulatory obligations which tend to be more streamlined than those in Cayman when applied to typical single asset holding vehicles. Cayman, meanwhile, continues to play a crucial role in institutional settings and for the formation of regulated investment funds, especially in regions in which managers, limited partners, and their onshore legal and tax advisors have come to view Cayman as the market standard fund structuring jurisdiction.

The key first step for any market participant considering forming a BVI or Cayman SPV, regardless of where they are located globally, is to consult with their onshore legal and tax advisors to ensure that a BVI or Cayman structure is appropriate in light of the location of the entity’s operators, investors and the underlying investment, and that all relevant local legal, tax and reporting obligations are understood and complied with. Both BVI and Cayman offer internationally respected legal systems based on English common law, flexible corporate statutes that accommodate multiple share classes and bespoke governance arrangements, whilst remaining at the forefront of global transparency through international information exchange initiatives. Understanding the nuances of both jurisdictions is critical for any manager or platform structuring cross-border deals today.

BVI and Cayman SPVs often have complex governance arrangements, multiple share classes, wide investor bases, and directors or operators who are themselves managers of alternative investment funds. So while it is generally the case that a single investment SPV incorporated in the BVI is not required to be recognised as a private investment fund under BVI rules (and there is no equivalent exemption from registration for a single investment SPV in Cayman, meaning that such a structure in Cayman would likely need to be registered as a private fund with the Cayman Islands Monetary Authority (CIMA), it is essential for appropriate BVI or Cayman legal advice to be taken regarding the classification and ongoing obligations of the structure. Our strategic alliance partner, Harneys law firm, can seamlessly assist with this advice if required.

Typical assets held in SPVs

SPVs are designed to hold a ring-fenced asset or investment interest, and the use case is particularly prevalent in venture capital co-investments and secondary market opportunities, where multiple investors pool capital for a single deal. In the prevailing dealmaking environment, in which companies are staying private for longer and exit opportunities via the public markets remain limited, it is increasingly common to see the shares of later stage, pre-IPO companies being held in single asset SPVs.

Common asset types include:

• Equity in private companies (often unicorn or pre-IPO)
• Convertible notes and SAFEs
• Private fund interests (LP positions or side pockets)
• Real estate or infrastructure assets
• Insurance-linked securities or risk-linked portfolios
• Structured finance products

Deal-by-deal SPVs and platform trends

For many emerging or specialist managers, a deal-by-deal SPV strategy offers a pragmatic alternative to raising a blind pool fund. Rather than pursuing a full fundraise, an SPV strategy can enable managers to:

• Build a track record with one or two successful exits
• Create a new structure swiftly to respond to time-sensitive investment opportunities or deal flow
• Test new sectors or asset classes before committing to a fund thesis
• Give investors better visibility and discretion over each investment
• Reduce regulatory and operational barriers to entry

In addition to a deal-by-deal SPV strategy working well as an on-ramp for VCs, it is also commonly used by syndicated investing platforms for accredited investors, or where LPs are backing managers under a “fundless sponsor” model. Where SPVs are aggregating a substantial number of investors, the fact that the SPV would be included on the investee entity’s cap table as a single investor will simplify governance and the investor communication process at the level of the underlying company and its operators.

Ongoing compliance and maintenance

Depending on its specific structure, a BVI or Cayman SPV may be subject to a number of obligations, including the need to:

• Maintain a registered office and agent
• Having conducted an appropriate classification exercise, file Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standard (CRS) returns or nil filings
• Maintain beneficial ownership registers
• Keep proper accounting records and submit returns where required
• Comply with all prevailing AML / Know Your Client (KYC) regulations which, for ease of administration and to leverage specialist knowledge of the BVI and Cayman AML/KYC regimes, may involve the engagement of a Client Due Diligence or Registrar and Transfer Agency (RTA) service to handle investor onboarding requirements and processes
• Appoint Anti-Money Laundering (AML) Officers (although these are commonly only required in a regulated fund context, rather than in the context of an unregulated SPV)

Partnering with a knowledgeable service provider like Harneys Fiduciary ensures that all of these obligations are met with complete confidence.

Mid-shore alternatives: Hong Kong, Singapore, and Cyprus

Interest in mid-shore jurisdictions is growing across Asia, particularly in Hong Kong, Singapore, and Cyprus. These financial centres are actively positioning themselves as fund structuring hubs by offering investor-friendly regulatory regimes, competitive tax incentives, and modern digital infrastructure – appealing to next-generation managers and fintech platforms.

Notable features of these mid-shore jurisdictions include:

• Singapore: Variable Capital Company (VCC) regime, offering flexible fund vehicles within a well-regulated financial environment
• Hong Kong: Open-ended Fund Company (OFC) and Limited Partnership Fund (LPF) regimes, designed to bring private capital structuring onshore
• Cyprus: EU-aligned framework and attractive holding company regime, supported by one of Europe’s lowest corporate tax rates and extensive double tax treaty network

While these jurisdictions offer exciting regional opportunities, the BVI and Cayman Islands continue to lead as the preferred choice for many global fund managers, thanks to their proven advantages and enduring practical benefits:

• Faster entity formation and easier administration
• Broad investor recognition and comfort
• Familiarity among counterparties, exchanges, and fund service providers
• Flexible, deal-friendly regulatory frameworks with minimal administrative friction

For many platforms, mid-shore regimes are emerging as valuable regional complements that enhance, rather than replace, the well-established and globally trusted offshore strategies offered in BVI and Cayman.

How Harneys Fiduciary can help

Harneys Fiduciary is a trusted partner to fund managers, platforms, and corporates worldwide, delivering tailored SPV solutions that are cost-effective, compliant, and purpose-built. While we are widely recognised for our deep expertise in the BVI and Cayman Islands, we also bring substantial experience supporting clients in mid-shore jurisdictions such as Hong Kong, Singapore, and Cyprus, helping them navigate and capitalise on emerging regional opportunities with confidence.

Our comprehensive services include:

• Entity formation in BVI, Cayman, Hong Kong, Singapore, and Cyprus
• Registered office and corporate secretarial services
• FATCA/CRS classification, filings, and remediation
• Beneficial ownership and economic substance compliance
• ‘Client Due Diligence only’ services, enabling all AML/KYC checks on investors to be outsourced
• RTA services for SPVs with a high volume of investors
• Appointment of AML officers and regulatory compliance support
• Coordination with legal, tax, and fund administration teams

Whether you are launching a single-asset SPV, managing co-investment vehicles, or developing a syndicated investing platform, we provide the infrastructure and insight to help you scale with confidence – across offshore and mid-shore jurisdictions alike.

Multi-jurisdictional structuring with Harneys Fiduciary

At Harneys Fiduciary, we understand that one size does not fit all. While the BVI and Cayman Islands remain our core jurisdictions for SPV formation, we are also well-positioned to assist clients looking to establish SPVs in mid-shore jurisdictions such as Hong Kong, Singapore, and Cyprus. Our expertise provides:

• Tailored advice on jurisdictional choice, in coordination with your onshore and offshore legal and tax advisors
• Entity formation, registered office services, and regulatory filings
• AML/KYC onboarding and officer appointments, as required
• Guidance on fund structuring using local regimes such as the Singapore VCC or the Hong Kong OFC or LPF
• Coordination with international administrators for seamless integration

Contact Joe Cheung, Rich Gordon, or Murray Roberts to explore how Harneys Fiduciary can deliver compliant, efficient SPV solutions tailored to your structure.

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