Reference

Delaware, Cayman, or somewhere else

Three quarters of US private funds are Delaware entities and an eighth are Cayman. The filing record shows what the market actually does, and what the second choice is for.

This question has a boring answer and it is worth knowing how boring. The overwhelming majority of US private funds are organised in one place, and the filing record shows exactly how dominant it is.

Where

Roughly three quarters Delaware, an eighth Cayman, and a long tail of everything else. If you are choosing, you are choosing between the first two, and mostly the question is whether you need the second as well.

Delaware dominates for reasons that are practical rather than mysterious: a body of settled partnership and LLC case law, a court that hears these disputes routinely, and the fact that every investor’s counsel has read the documents before. That last one is a real cost saving on a first fund. Choosing an unusual jurisdiction means every LP pays their lawyer to learn it.

Cayman’s 12.9% is not competing with Delaware so much as sitting alongside it. Offshore vehicles are typically driven by the tax position of non-US and tax-exempt investors, which is why funds expecting those investors often run parallel or master-feeder structures rather than picking one jurisdiction. If your investor base is entirely US and taxable, that complexity buys you nothing.

In what form

The limited partnership remains the default for pooled funds, and the LLC is a real second rather than a fringe choice. The split tracks roughly with what the vehicle is for: the LP is the conventional commingled blind-pool structure that institutional investors expect, while LLCs show up more in single-asset and special purpose vehicles.

Corporations are rare here, at under 2%, which is worth noting only because founders arriving from the startup world sometimes assume the C corporation they know is the natural container for a fund. In this record it almost never is.

What this does not tell you

Form D records the jurisdiction of organisation, not where the manager sits, not where the fund is tax resident, and not whether there is a parallel vehicle somewhere else. A single strategy raised through an onshore and an offshore vehicle appears as two filings in two jurisdictions, which is the correct way to count vehicles and the wrong way to count funds.

Nor does the popularity of a choice make it right for you. Three quarters of the market being in Delaware tells you what is normal and cheap to execute. It does not tell you what your investor base needs, which is the question that actually decides it.