Sponsor
This matrix has been developed by AIMA’s Sponsoring Partner, Intertrust Group Guernsey.
To the extent permitted by law, none of AIMA, Simmons & Simmons or any of their respective partners, employees, agents, service providers or professional advisors assumes any liability or responsibility for, nor owes any duty of care for any consequences of, any person accessing, using, acting or refraining to act in reliance on the information contained in this matrix.
Director requirements
Is the fund vehicle regulated?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes, but limited. | Very limited regulation. | Yes, only through its manager. | Yes, varies between classes. |
What regulatory category is it in?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Open or Closed ended. | Open or Closed ended. | Open or Closed ended. | Open ended: Class A, B & Q Fund Rules Closed ended: ACEIS Funds (Authorised Closed-Ended Investment Scheme Rules). |
How long is the Fast Track registration/authorisation?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| 3 days. | 1 day (includes GP POI License approval). | 1 day (includes GP POI License approval). | 3 days (QIF only). |
Are there any investor restrictions?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| None. | 50 investors max, 30 new investors per year, but unlimited in number when marketting. | None. | Class Q Funds: Qualifying professional investors only QIFs: Qualified investors only. |
Is a director a direct or indirect member of the governing body? (i.e., board of directors, trustees, general partner, managing member, other)?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Dependent on the type of structure. | Dependent on the type of structure. | Dependent on the type of structure. | Dependent on the type of structure. |
Is there an applicable statutory regime?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| The Companies (Guernsey) Law, 2008 and The Limited Partnerships (Guernsey) Law, 1995. | The Companies (Guernsey) Law, 2008 and The Limited Partnerships (Guernsey) Law, 1995. | The Companies (Guernsey) Law, 2008 and The Limited Partnerships (Guernsey) Law, 1995. | The Companies (Guernsey) Law, 2008 and The Limited Partnerships (Guernsey) Law, 1995. |
Is there an applicable corporate governance code or guidance?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Finance Sector Code of Corporate Governance. | Finance Sector Code of Corporate Governance. | Finance Sector Code of Corporate Governance. | Finance Sector Code of Corporate Governance. |
What is the (minimum) board composition?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| No requirement for local directors. | No requirement for local directors. | No requirement for local directors. | No requirement for local directors. |
Are independent directors required? If so, how is independence defined?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Information yet to be provided. | Information yet to be provided. | Information yet to be provided. | Information yet to be provided. |
Do directors require any qualifications?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| None, relevant qualifications recommended. | None, relevant qualifications recommended. | None, relevant qualifications recommended. | None, relevant qualifications recommended. |
What are the specific rules around board meetings (frequency/location)?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Quarterly (recommended) and to be held in compliance with Substance Rules. | Quarterly (recommended) and to be held in compliance with Substance Rules. | Quarterly (recommended) and to be held in compliance with Substance Rules. | Quarterly (recommended) and to be held in compliance with Substance Rules. |
Are there any resident director requirements?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| None. | None. | None. | None. |
What are the registration requirements?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| New Manager - New Promoter Checklist is recommended FORM GFA for Licensed Manager/GP; Forms PQ (for directors of corporate Funds and directors of managers); Form APC (for a closed-ended Fund); and Application fee. Certified copy of all final constitutive documents and agreements with relevant service providers. | Form PIF; Certified copy of all final constitutive documents and agreements with relevant service providers. | Form MLP (Manager will also need to be licenced under the POI Law) ; Form ; Certified copy of all final constitutive documents and agreements with relevant service providers. | New Manager - New Promoter Checklist is recommended Forms PQ (for directors of corporate Funds and directors of managers); • Form APA (for a Class A Fund), plus drafts of all constitutive documents; • Form APB (for a Class B Fund); • Form APQ (for a Class Q Fund); • Form APC (for a closed-ended Fund); and • Application fee Lawyer’s certificate (Class A open-ended scheme); • Lawyer’s certificate or manager’s certificate (Class B open-ended scheme); • Manager’s certificate (Class Q open-ended scheme) |
Is there a registration fee payable?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| GBP 3,507 (regulatory application fee) | GBP 3,507 (regulatory application fee) | GBP 3,507 (regulatory application fee) | GBP 3,507 (regulatory application fee)/ QIF: GBP 2,629 (regulatory application fee) |
What is the typical range of fees paid to non-executive directors?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Information yet to be provided. | Information yet to be provided. | Information yet to be provided. | Information yet to be provided. |
Are corporate directors allowed?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. |
Are there any fitness and propriety requirements?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes, must observe the Principles in carrying out controlled investment business. | Yes, must observe the Principles in carrying out controlled investment business. | Yes, must observe the Principles in carrying out controlled investment business. | Yes, must observe the Principles in carrying out controlled investment business. |
Are there any limitations on the amount of directorships held?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| None. | None. | None. | None. |
Are decisions of the governing body permitted to be taken through committee action?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Only under delegated authority, but Board's responsibility. | Only under delegated authority, but Board's responsibility. | Only under delegated authority, but Board's responsibility. | Only under delegated authority, but Board's responsibility. |
Are standing committees required?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| No. | No. | No. | No. |
Are ad hoc committees permitted?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. |
Are there any specific tax issues that need to be considered?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| See below. | See below. | See below. | See below. |
What are the recordkeeping requirements?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| At least 6 years from their occurrence. | At least 6 years from their occurrence. | At least 6 years from their occurrence. | At least 6 years from their occurrence. |
Is delegation/outsourcing to service providers allowed?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Local service providers: Administrator - mandatory; Custodian - only if open-ended; Manager - not mandatory. | Local service providers: Administrator - mandatory; Custodian - only if open-ended; Manager - not mandatory. | Local service providers: Administrator - mandatory; Custodian - only if open-ended; Manager - not mandatory. | Local service providers: Administrator - mandatory; Custodian - only if open-ended; Manager - not mandatory. |
Other?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| N/A | N/A | N/A | N/A |
Organisational requirements
What are the key documents required for formation?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Company - signed M&As Limited Partnership - signed LPA. | Company - signed M&As Limited Partnership - signed LPA. | Company - signed M&As Limited Partnership - signed LPA. | Company - signed M&As Limited Partnership - signed LPA. |
What is the formation process?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Online submission via Guernsey Registry online portal. | Online submission via Guernsey Registry online portal. | Online submission via Guernsey Registry online portal. | Online submission via Guernsey Registry online portal. |
What is the fee for formation/establishment?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Company, Limited Partnership or LLP GBP100 - 24 hours (standard) GBP 350 - within 2 hours GBP 750 - within 15 minutes). | Company, Limited Partnership or LLP GBP100 - 24 hours (standard) GBP 350 - within 2 hours GBP 750 - within 15 minutes). | Company, Limited Partnership or LLP GBP100 - 24 hours (standard) GBP 350 - within 2 hours GBP 750 - within 15 minutes). | Company, Limited Partnership or LLP GBP100 - 24 hours (standard) GBP 350 - within 2 hours GBP 750 - within 15 minutes). |
What is the process for amending key documents?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| In accordance with statutory documents Online submission via Guernsey Registry online portal. Local corporate service provider required. | In accordance with statutory documents Online submission via Guernsey Registry online portal. Local corporate service provider required. | In accordance with statutory documents Online submission via Guernsey Registry online portal. Local corporate service provider required. | In accordance with statutory documents Online submission via Guernsey Registry online portal. Local corporate service provider required. |
Are there any required agents/annual fees?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| GBP 3,507 (regulatory annual fee). | GBP 3,507 (regulatory annual fee). | GBP 3,507 (regulatory annual fee). | GBP 3,507 (regulatory annual fee). |
What is the type of ownership interest (e.g., shares, units, non-unitised interests, other)?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Dependent on the type of structure. | Dependent on the type of structure. | Dependent on the type of structure. | Dependent on the type of structure. |
Are there any specific ownership rules (i.e., limits if any on numbers or types of interest holders, limits on being used as a master Fund or feeder Fund, etc)?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| None. | None. | None. | None. |
What are the capital contributions needed to form the entity?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Management Company not mandatory. | None. | GBP 100,000. | Management Company not mandatory. |
Are founder shares or seed capital shares permitted?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. |
Are sub-Funds allowed?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. |
If 'yes' to the previous question, what is the strength of the legal liability separation between the sub-Funds?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Information yet to be provided | Information yet to be provided | Information yet to be provided | Information yet to be provided |
Are multiple classes of interests allowed?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. |
Are owners personally liable?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Limited liability. | Limited liability. | Limited liability. | Limited liability. |
In what circumstances could directors be liable to shareholders for their actions?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Information yet to be provided. | Information yet to be provided. | Information yet to be provided. | Information yet to be provided. |
Is there a requirement for a register of interest holders?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. |
What are the beneficial ownership reporting requirements?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes, but not publicly available. | Yes, but not publicly available. | Yes, but not publicly available. | Yes, but not publicly available. |
What is the domestic tax treatment?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Under current legislation, there is no capital gains tax, capital transfer tax, wealth tax, or estate / inheritance tax payable in respect of the issue or realisation of shares in a closed or open ended company, units in a unit trust or interests in a partnership. There is no corporation tax, profits tax or withholding tax applicable or payable on these structures. There is also no local stamp duty. | Under current legislation, there is no capital gains tax, capital transfer tax, wealth tax, or estate / inheritance tax payable in respect of the issue or realisation of shares in a closed or open ended company, units in a unit trust or interests in a partnership. There is no corporation tax, profits tax or withholding tax applicable or payable on these structures. There is also no local stamp duty. | Under current legislation, there is no capital gains tax, capital transfer tax, wealth tax, or estate / inheritance tax payable in respect of the issue or realisation of shares in a closed or open ended company, units in a unit trust or interests in a partnership. There is no corporation tax, profits tax or withholding tax applicable or payable on these structures. There is also no local stamp duty. | Under current legislation, there is no capital gains tax, capital transfer tax, wealth tax, or estate / inheritance tax payable in respect of the issue or realisation of shares in a closed or open ended company, units in a unit trust or interests in a partnership. There is no corporation tax, profits tax or withholding tax applicable or payable on these structures. There is also no local stamp duty. |
Is the Fund able to “tick the box” for US tax purposes?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. |
Is there an automatic regulatory regime applicable?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. |
Is reporting triggered by the form of organisation?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| No. | No. | No. | No. |
Are annual general shareholder meetings required?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| No. | No. | No. | No. |
What are the filing requirements and are these publicly available?
| Registered Funds | PIF (Private Investment Fund) | Manager Led Product (MLP) | Authorised Funds (Standard or Qualified Investor Fund (QIF)) |
|---|---|---|---|
| Annual filing of audited accounts to regulator (not public). | Annual filing of audited accounts to regulator (not public). | Annual filing of audited accounts to regulator (not public). | Annual filing of audited accounts to regulator (not public). |
Are there any tax treatment considerations?
Please note that the following information may be in need of an update.
Resident companies are liable to tax on worldwide income. The basic rule is that a company is resident in Guernsey for tax purposes if it is: - incorporated in Guernsey; and/or - shareholder voting control is exercised by Guernsey-resident individuals. A non-resident company’s profits will be taxable in Guernsey only to the extent that they relate to a branch or permanent establishment operating in Guernsey. - The company standard rate of tax in Guernsey is 0%. This is the default rate of tax for companies and applies to income from businesses, offices and employments and other sources that are not taxable at a higher rate. - The Guernsey company intermediate tax rate of 10% applies to income from regulated banking business, domestic insurance business, fiduciary business, insurance intermediary business, insurance manager business, third party fund administration business and custody business.
From 1 January 2018, this rate was extended to include the activity of investment management services where those services are provided to individual clients. - The Guernsey company higher rate of tax of 20% applies to income derived from regulated utility business, income from the ownership of Guernsey situs land and buildings, income from the importation and/or supply of hydrocarbon oil or gas in Guernsey and retail business carried on in Guernsey where the company has a taxable profit from such business of more that GBP 500,000 in a year. - In the case that a Guernsey tax resident company has various income streams, the different sources of income will be taxed at the appropriate rates and, therefore, this may result in a company having an effective tax rate between 0% and 20%.
Exempt companies
Collective investment schemes (CISs) generally qualify for exempt status, which will place them completely outside the Guernsey tax regime. The exemption also applies to any entity that forms part of, or contributes to, the structure of a CIS.
Generally, a company is considered exempt where:
• the company is beneficially owned outside of Guernsey, and
• no Guernsey-resident individual or company has a beneficial interest in the company.
For each year for which exempt status is sought, a charge of £1,200 is levied.