Data Report · Domicile Arbitrage · Updated July 2026
Where VC Funds Incorporate: 96.4% Choose Delaware
96.4% of new US venture funds incorporate in Delaware. The much-discussed “offshore” story — Cayman, Luxembourg — is a private-equity and hedge-fund phenomenon, not a venture one: fewer than 2% of venture funds file abroad. Built from 38,531 SEC Form D filings; every number below is computed, not estimated.
Written by Michael Kaufman · Reviewed against our editorial standards · Updated
Quick Answer
For US venture capital funds, domicile is a settled question: 96.4% incorporate in Delaware and fewer than 2% go offshore. Offshore formation is real but concentrated elsewhere — 11.1% of all pooled funds file abroad, and 77.6% of those pick the Cayman Islands or Luxembourg, the classic private-equity and hedge-fund vehicles for non-US investors. Delaware's grip is also stable: its share of all fund filings moved just 1 point across two years, from 82.9% to 83.9%.
Key Takeaways
- 1.96.4% of new US venture capital funds incorporate in Delaware — the most concentrated domicile choice anywhere in private funds.
- 2.Offshore is not a venture story: under 2% of VC funds incorporate abroad, versus 11.1% of all pooled funds (4,270 filings).
- 3.77.6% of offshore formation is Cayman Islands (2,387) plus Luxembourg (928) — the PE and hedge-fund vehicles built for non-US LPs.
- 4.Delaware's dominance is structural and steady: its all-fund share moved just 1 point in two years, from 82.9% (Q3 ’24) to 83.9% (Q2 ’26).
- 5.Domicile here is state of incorporation, not operating address — a Delaware LP can be run from anywhere, which is exactly why almost everyone forms there.
83.9%
Delaware share of all funds, latest complete quarter
82.9% in Q3 ’24 — moved just 1 pt in two years
The one-sentence version: venture funds incorporate in Delaware almost without exception, and the offshore share people ask about is a private-equity and hedge-fund choice concentrated in Cayman and Luxembourg.
Domicile Mix, Quarter by Quarter
Every quarter in the dataset. “Delaware %” and “Offshore %” are shares of all new pooled-fund filings; “VC Delaware %” is the Delaware share among venture funds specifically. The current quarter is still in progress (marked partial) and is excluded from the trend figures above.
| Quarter | New filings | Delaware % | Other US % | Offshore % | VC Delaware % |
|---|---|---|---|---|---|
| 2024-Q3 | 3,846 | 82.9% | 4.7% | 10.9% | 95.1% |
| 2024-Q4 | 4,252 | 80.4% | 4.1% | 13.8% | 96.6% |
| 2025-Q1 | 4,399 | 80.1% | 5.1% | 13.2% | 96.7% |
| 2025-Q2 | 3,911 | 83.4% | 4.8% | 9.9% | 96.7% |
| 2025-Q3 | 4,551 | 80.8% | 4.5% | 12.5% | 96% |
| 2025-Q4 | 4,874 | 82.4% | 4.5% | 11.4% | 97% |
| 2026-Q1 | 5,449 | 83.9% | 5.3% | 9.5% | 96.4% |
| 2026-Q2 | 5,844 | 83.9% | 4.7% | 9.5% | 96.3% |
| 2026-Q3(partial) | 1,405 | 81.9% | 8.5% | 7.4% | 97.3% |
Partial-quarter note: Q3 ’26 (2026-Q3) is still open — its filings are incomplete and it is excluded from every trend figure and headline share on this page, which use complete quarters Q3 ’24 through Q2 ’26 only. Shares do not sum to exactly 100% because a small residual of filings report a US territory or an unclassified location.
The Offshore Story Is Cayman and Luxembourg
4,270 of the 38,531 filings incorporate outside the United States. They cluster in a handful of jurisdictions built for institutional and non-US capital — the Cayman Islands and Luxembourg alone account for 77.6% of them.
| # | Offshore domicile | Filings | Share of offshore |
|---|---|---|---|
| 1 | Cayman Islands | 2,387 | 56.4% |
| 2 | Luxembourg | 928 | 21.9% |
| 3 | Virgin Islands, British | 497 | 11.7% |
| 4 | Guernsey | 139 | 3.3% |
| 5 | Jersey | 98 | 2.3% |
| 6 | Bermuda | 71 | 1.7% |
| 7 | Singapore | 57 | 1.3% |
| 8 | Ireland | 56 | 1.3% |
Shares are of the eight leading offshore domiciles shown (4,233 filings), which cover the large majority of all 4,270 offshore filings.
What This Means
Delaware’s grip on fund formation is structural, not fashionable. Its share of all new pooled-fund filings barely moved across the two years we track — 82.9% in Q3 ’24, 83.9% in Q2 ’26, a 1-point drift that is noise, not a trend. Among venture funds specifically the concentration is even tighter, at 96.4%. When a single legal home captures the overwhelming majority of an entire asset class and holds that share quarter after quarter, you are looking at a default, not a decision: the Delaware LP is the standardized wrapper LPs, GPs, and their counsel already know how to price and paper.
The offshore share people ask about is real, but it belongs to different vehicles. Only 11.1% of all pooled funds incorporate abroad, and 77.6% of that offshore activity is Cayman Islands (2,387 filings) or Luxembourg (928) — the jurisdictions private-equity and hedge-fund managers reach for when they raise from non-US LPs, tax-exempt institutions, or in fund-of-one and master-feeder structures. For venture, that logic rarely applies: fewer than 2% of VC funds go offshore. If you read a headline about funds “fleeing to Cayman,” it is a private-equity and hedge-fund story wearing a private-funds label — not something happening in venture.
The practical read for an emerging manager: there is no domicile arbitrage to chase. The venture default is Delaware, it is stable, and choosing anything else means paying for structure and administration that your LPs are not asking for. If you are working through where and how to form, our guide to starting a VC fund and fund documents walkthrough cover the mechanics.
Methodology
Source. Public SEC EDGAR Form D original filings (is_amendment = false), collected by VC Beast’s daily automated EDGAR ingest into our Form D warehouse. Coverage runs 2024-Q3 through 2026-Q3 (38,531 filings).
Scope. Form D covers pooled investment funds — the notice of exempt offering that venture, private-equity, hedge, and other investment funds file under Regulation D. Amendments (Form D/A) are excluded, so each record approximates one newly formed vehicle. “VC” figures are the subset self-classified under the Venture Capital Fund industry sub-type.
Domicile = state of incorporation. The domicile field is state_of_inc — the state or country where the fund entity is legally formed, which can differ from a fund’s operating address or where its manager sits. A Delaware LP run from San Francisco counts as Delaware here; that legal-versus-operating gap is the whole reason Delaware dominates. “Offshore” means a state-of-incorporation value outside the United States.
Partial-quarter exclusion. The most recent quarter (Q3 ’26) is still open when this edition was built; its filings are incomplete, it is flagged partial in the table, and it is excluded from every headline share and trend figure. Those use complete quarters Q3 ’24 through Q2 ’26 only.
Shares. Delaware, other-US, and offshore shares are of all new pooled-fund filings in the period; they need not sum to exactly 100% because a small residual reports a US territory or an unclassified location. VC-specific shares are computed within venture filings only. Corrections: our corrections page.
Use This Data
Free to cite · CC BY 4.0
VC Beast, "Where VC Funds Incorporate: Domicile Arbitrage in US Private Funds," July 2026, https://vcbeast.com/where-vc-funds-incorporate. Data: SEC EDGAR Form D filings, compiled by VC Beast, licensed CC BY 4.0.
The dataset on this page is licensed CC BY 4.0: you are free to republish, chart, quote, and build on it — including commercially — with attribution to VC Beast and a link back to this report. Journalists and researchers can deep-link any headline stat via the anchor on each tile above (for example, #vc-delaware-share).
Sources & References
- 1.SEC Form D filings via VC Beast's daily EDGAR ingest(Primary data source — original Form D filings from SEC EDGAR)