Guide

Equity and debt capital markets: the Caribbean advantage

Introduction

Companies incorporated in the British Virgin Islands (BVI) and the Cayman Islands (Cayman) have long been popular and accessible vehicles for both equity and debt capital market transactions, offering a range of flexible and creative options compared to their onshore counterparts.

BVI and Cayman companies are accepted by institutional and private investors, rating agencies, underwriters and regulators around the world and, as a result, are frequently listed on some of the world's largest stock exchanges, including the LSE, NYSE, NASDAQ and SEHK.

This guide explores why so many leading businesses use BVI and Cayman listing vehicles, recent market trends, offshore points to note, and how Mourant can help.

Why use a Caribbean listing vehicle?

The BVI and Cayman are recognised as leading offshore financial service centres and are increasingly being used for both equity and debt capital market transactions for various reasons, including:

• whilst there are some subtle differences in the laws of the BVI and Cayman, they both have robust and flexible corporate laws which allow founders to navigate foreign ownership interest restrictions in their home countries, while being adaptable to the rules of stock exchanges around the globe, including dual listings;
• there is strong investor confidence in these jurisdictions, being politically stable, common law and benefiting from advanced legal frameworks regulating (among other things) directors' duties and minority shareholder protections (with leading legal professionals on hand to advise);
• (where applicable) as a foreign private issuer, BVI and Cayman listed entities can usually follow the less rigid home country practice rules of the BVI and Cayman, in lieu of the relevant listing rules;
• the memorandum and articles of association of BVI and Cayman companies can generally be adapted to cater for defensive takeover tactics, such as staggered boards, dual class share structures and poison pills;
• there is no requirement in the BVI or in Cayman, to file a prospectus locally for companies making public offers outside these jurisdictions;
• there is generally no need to obtain the approval of any regulatory body or authority in either the BVI or Cayman for the issuance or transfer of shares or depositary receipts (where the issuer is listing depositary receipts rather than shares);
• BVI and Cayman companies are tax neutral, so there are no taxes payable in BVI or Cayman, including income, inheritance, gift, withholding, corporate or capital gains tax, provided the company has no employees or assets and is not carrying on any business in the BVI or Cayman (as applicable); and
• there are no exchange controls in the BVI or Cayman.

Recent BVI and Cayman capital markets trends

Over the past five years, both the BVI and Cayman have experienced notable developments in stock market listings, reflecting their status as prominent offshore financial jurisdictions. Mourant have noted the following, interesting market trends:

• Asia-Pacific accounted for 67% of global IPO proceeds in 2022,56% in 2023 and 33% in 2024;
• IPO proceeds in the US in 2024 increased by over 50% compared to 2023, and were nearly four times that in 2022;
• in 2024, there were 17 BVI incorporated companies and 108 Cayman incorporated companies listed on Nasdaq, particularly in tech, biotech, fintech, and logistics;
• 76 Asia-based businesses listed in New York in 2024, raising a collective US$1.8 billion; of these 76 companies, 31 are headquartered in mainland China, 29 in Hong Kong, 14 in Singapore and one (being a client listed by Mourant BVI) in Kuala Lumpur;
• as of mid-June 2025, the US has seen 95 IPOs, a 76% increase compared to the same period in 2024, and more than 95.3% of all SPACs listed so far in 2025 on Nasdaq and NYSE are incorporated in either BVI or Cayman Islands; and
• Mourant's BVI and Cayman teams, alongside US issuer counsel, have advised on multiple high-profile IPOs in the past year and continue to see growth in this market.

Offshore points to note

There are a few points we commonly explore with clients, which are helpful to be aware of for any business considering using a BVI or Cayman listing vehicle:

• BVI and Cayman companies are exempt from the usual economic substance and beneficial ownership requirements under the respective laws, provided they are listed on a recognised exchange;
• BVI and Cayman companies permit dual class share structures, but implementing these structures before IPO is considerably easier and more cost efficient;
• we recommend adopting memorandum and articles of association before IPO which are tailored to that of a listed company, including (for example) board structure, management control and the service of notices on shareholders; and
• for BVI listing vehicles, we normally recommend that the vehicle be authorised to issue an unlimited number of no par value shares prior to IPO so as to provide a greater degree of flexibility when it comes to issuing shares or carrying out stock splits or reverse stock splits post-IPO.

How Mourant can help

As a leading offshore law firm, Mourant advises on the laws of (among others) the BVI and Cayman, including on all forms of public offerings ranging from IPOs, rights issues, secondary offers, SPAC and De-SPAC transactions, as well as bond issues and convertible debt transactions.

Our BVI and Cayman teams in the Caribbean, the UK (including Channel Islands), Hong Kong and Singapore have significant onshore and offshore experience, advising on IPOs and other equity and debt capital market transactions, giving us real market insight and a vast understanding of all aspects of these transactions across the globe.

Contacts

A full list of contacts specialising in BVI and Cayman capital markets law can be found here.