Sponsor
This matrix has been developed by AIMA’s Sponsoring Partner, Maples Group Jersey.
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 a director a direct or indirect member of the governing body? (i.e., board of directors, trustees, general partner, managing member, other)?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| The Fund vehicle will be a Jersey company, which is managed by a Board of directors ("Board"), having ultimate management responsibility. The Board must have a majority of independent non-executive directors (including the chairman). | The Fund vehicle may be a Jersey company, general partner of a limited partnership or trustee of a unit trust, which is managed by a Board, having ultimate management responsibility. The Board may have independent non-executive directors. | The Fund vehicle may be a Jersey company, general partner of a limited partnership or trustee of a unit trust, which is managed by a Board, having ultimate management responsibility. The Board may have independent non-executive directors. | The Fund vehicle may be a Jersey or non-Jersey company, general partner of a limited partnership or trustee of a unit trust, which is managed by a Board. The Board may have independent non-executive directors. | The Fund vehicle may be a Jersey company, general partner of a limited partnership or trustee of a unit trust, which is managed by a Board. The Board may have independent non-executive directors. |
Is there an applicable statutory regime?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| A Listed Fund is a 'collective investment Fund', which is listed on a recognised stock exchange ("Stock Exchange") and registered as a certified Fund under the Collective Investment Funds (Jersey) Law 1988 ("CIF Law"). It must also comply with the Jersey Listed Fund Guide ("Listed Fund Guide") published by the Jersey Financial Services Commission ("JFSC"). The Board has responsibility to ensure that the Fund complies with the CIF Law, the Financial Services (Jersey) Law 1998 ("FS Law") and related codes of practice. The directors will also have general statutory duties under the Companies (Jersey) Law 1991 ("Companies Law"), as well as fiduciary duties under common law. | An Expert Fund is a 'collective investment Fund' registered as a certified Fund under the CIF Law and must comply with the Jersey Expert Fund Guide ("Expert Guide") published by the JFSC. A Jersey general partner or trustee needs to be registered to carry on 'Fund services business' ("FSB") under the FS Law and, as 'principal persons', its directors must comply with the requirements under that law. The Board of the general partner or trustee has responsibility to ensure that the Fund complies with the CIF Law, the FS Law and related codes of practice. The directors will also have general statutory duties under the Companies Law, as well as fiduciary duties under common law. | An Eligible Investor Fund is a 'collective investment Fund' registered as a certified Fund under the CIF Law and must comply with the Jersey Eligible Investor Fund Guide ("Eligible Fund Guide") published by the JFSC. A Jersey general partner or trustee needs to be registered to carry on FSB under the FS Law and, as 'principal persons', its directors must comply with the requirements under that law. The Board of the general partner or trustee has responsibility to ensure that the Fund complies with the CIF Law, the FS Law and related codes of practice. The directors will also have general statutory duties under the Companies Law, as well as fiduciary duties under common law. | A Private Fund must be registered as a 'private Fund' and be issued with a control of borrowing consent under the Control of Borrowing (Jersey) Order 1958. If the Fund is to be marketed to EU/EEA investors, it will require an alternative investment Fund ("AIF") certificate issued under the Alternative Investment Funds (Jersey) Regulations 2012. A Jersey general partner or trustee will be exempt from the 'investment business' and 'trust company business' licensing requirements under the FS Law. The directors will also have general statutory duties under the Companies Law, as well as fiduciary duties under common law. | An Unregulated Eligible Investor Fund is not regulated by the JFSC and must meet the requirements of the Collective Investment Funds (Unregulated Funds) (Jersey) Order 2008. The Board of the general partner or trustee has responsibility to ensure that the Fund complies with applicable laws. The directors will also have general statutory duties under the Companies Law, as well as fiduciary duties under common law. |
Is there an applicable corporate governance code or guidance?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| A Listed Fund must follow the applicable listing rules of the Stock Exchange on which it is listed ("Listing Rules") and any applicable 'best practice' corporate governance codes. It must also meet the Listed Fund Guide's requirements as to the board's composition, ultimate responsibility, investment strategy and manager performance reviews. As a certified Fund, the Fund must comply with the Code of Practice for Certified Funds ("Certified Fund Code"), which requires effective corporate governance systems, with adequate span of control, independence and clear responsibilities. There must also be appropriate business monitoring, risk management and assessments, as well as reliable information systems and management reporting. If the Board considers appropriate, a risk management committee can be established. | An Expert Fund must meet Expert Fund Guide's requirements as to the board's composition and ultimate management responsibility. As a certified Fund, the Fund must comply with the Certified Fund Code, which requires effective corporate governance systems, with adequate span of control, independence and clear responsibilities. There must also be appropriate business monitoring, risk management and assessments, as well as reliable information systems and management reporting. If the Board considers appropriate, a risk management committee can be established. A general partner or trustee itself will also have to comply with similar requirements under the FSB Code. | An Eligible Investor Fund must meet Eligible Fund Guide's requirements as to the board's composition and ultimate management responsibility. As a certified Fund, the Fund must comply with the Certified Fund Code, which requires effective corporate governance systems, with adequate span of control, independence and clear responsibilities. There must also be appropriate business monitoring, risk management and assessments, as well as reliable information systems and management reporting. If the Board considers appropriate, a risk management committee can be established. A general partner or trustee itself will also have to comply with similar requirements under the FSB Code. | While a Private Fund must meet the requirements of the Jersey Private Fund Guide published by the JFSC, there are no specific corporate governance requirements. | There are no specific corporate governance requirements. |
What is the (minimum) board composition?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Subject to the Listing Rules, the minimum is at least three directors as the Board must have a majority of independent non-executive directors. | There must be at least two directors. | There must be at least two directors. | There is no stated minimum, but there must be at least two directors for a public company or one for a private company under the Companies Law. | There is no stated minimum, but there must be at least two directors for a public company or one for a private company under the Companies Law. |
Are independent directors required? If so, how is independence defined?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| A majority of the directors (including the chairman) must be independent. Requirements will generally depend on the Listing Rules. The Listed Fund Guide requires a director should not be a past (last 5 years) or present employee of the manager, investment manager or their associates, even if permitted by the listing authority. | Independent directors are not required, but usually expected for best governance practice. | Independent directors are not required, but usually expected for best governance practice. | Independent directors are not required. | Independent directors are not required. |
Do directors require any qualifications?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Subject to the Listing Rules, the Certified Fund Code requires directors to be appropriately qualified and experienced. | The Certified Fund Code requires directors to be appropriately qualified and experienced. In relation to a general partner or trustee, each director must have a 'no objection' confirmation letter from the JFSC (see 'fitness and propriety' requirements below). | The Certified Fund Code requires directors to be appropriately qualified and experienced. In relation to a general partner or trustee, each director must have a 'no objection' confirmation letter from the JFSC (see 'fitness and propriety' requirements below). | While no qualification requirements are specified, directors should have appropriate experience. | While no qualification requirements are specified, directors should have appropriate experience. |
What are the specific rules around board meetings (frequency/location)?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| No minimum number of board meetings is specified, but usually at least 4 meetings each year. The frequency will depend on the Fund's activity levels and, if Jersey tax resident, Jersey's economic substance requirements. If Jersey tax resident, board meetings should be quorate in Jersey. | No minimum number of board meetings is specified, but usually at least 2-4 meetings each year. The frequency will depend on the Fund's activity levels and, if Jersey tax resident, Jersey's economic substance requirements. If Jersey tax resident, board meetings should be quorate in Jersey. | No minimum number of board meetings is specified, but usually at least 2-4 meetings each year. The frequency will depend on the Fund's activity levels and, if Jersey tax resident, Jersey's economic substance requirements. If Jersey tax resident, board meetings should be quorate in Jersey. | No minimum number of board meetings is specified, but usually at least 2-4 meetings each year. The frequency will depend on the Fund's activity levels and, if Jersey tax resident, Jersey's economic substance requirements. If Jersey tax resident, board meetings should be quorate in Jersey. | No minimum number of board meetings is specified, but usually at least 2-4 meetings each year. The frequency will depend on the Fund's activity levels and, if Jersey tax resident, Jersey's economic substance requirements. If Jersey tax resident, board meetings should be quorate in Jersey. |
Are there any resident director requirements?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| At least two Jersey resident directors must be appointed. | At least two Jersey resident directors must be appointed. | At least two Jersey resident directors must be appointed. | There are no residency requirements. | There are no residency requirements. |
What are the registration requirements?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| No registration requirements apply to directors, other than the first registration for a Jersey resident individual providing directorships by way of business ("Jersey Professional Director"). | No registration requirements apply to directors, other than the first registration for a Jersey Professional Director. In relation to a general partner or trustee, each director must have a 'no objection' confirmation letter from the JFSC (see 'fitness and propriety' requirements below). | No registration requirements apply to directors, other than the first registration for a Jersey Professional Director. In relation to a general partner or trustee, each director must have a 'no objection' confirmation letter from the JFSC (see 'fitness and propriety' requirements below). | No registration requirements apply to directors, other than the first registration for a Jersey Professional Director. | No registration requirements apply to directors, other than the first registration for a Jersey Professional Director. |
Is there a registration fee payable?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Not applicable for directors, other than the first registration fees for a Jersey Professional Director (GBP 750 application fee and GBP 950 registration fee). | Not applicable for directors, other than the first registration fees for a Jersey Professional Director (GBP 750 application fee and GBP 950 registration fee). | Not applicable for directors, other than the first registration fees for a Jersey Professional Director (GBP 750 application fee and GBP 950 registration fee). | Not applicable for directors, other than the first registration fees for a Jersey Professional Director (GBP 750 application fee and GBP 950 registration fee). | Not applicable for directors, other than the first registration fees for a Jersey Professional Director (GBP 750 application fee and GBP 950 registration fee). |
What is the typical range of fees paid to non-executive directors?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| GBP 10,000 - GBP 15,000 per annum | GBP 10,000 - GBP 15,000 per annum | GBP 10,000 - GBP 15,000 per annum | GBP 10,000 - GBP 15,000 per annum | GBP 10,000 - GBP 15,000 per annum |
Are corporate directors allowed?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| While there is no stated restriction, the JFSC requires individual directors to give the prescribed form responsibility statement concerning the offering document. | While there is no stated restriction, the JFSC requires individual directors to give the prescribed form responsibility statement concerning the offering document. | While there is no stated restriction, the JFSC requires individual directors to give the prescribed form responsibility statement concerning the offering document. | While there is no stated restriction, the JFSC requires individual directors to give the prescribed form responsibility statement concerning the offering document. | No restrictions apply. A Jersey company may appoint Jersey regulated corporate directors. |
Are there any fitness and propriety requirements?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| No personal questionnaire is required to be submitted to the JFSC and a 'no objection' confirmation letter is not required to be obtained from the JFSC concerning a director's fitness and propriety. | In relation to the FSB registration application for a general partner or trustee, each director must submit an online personal questionnaire and receive a 'no objection' confirmation letter from the JFSC concerning his or her fitness and propriety as a principal person. | In relation to the FSB registration application for a general partner or trustee, each director must submit an online personal questionnaire and receive a 'no objection' confirmation letter from the JFSC concerning his or her fitness and propriety as a principal person. | There are no specified requirements. | There are no specified requirements. |
Are there any limitations on the amount of directorships held?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| There is no stated maximum for the number of directorships that can be held. Any director of the Fund company, who has a number of directorships, will have to consider before being appointed on the Board, if he or she can devote sufficient time to the Fund to fulfil the role and properly perform their duties. | There is no stated maximum for the number of directorships that can be held. Any director of the Fund company, general partner or trustee, who has a number of directorships, will have to consider before being appointed on the Board, if he or she can devote sufficient time to the Fund to fulfil the role and properly perform their duties. | There is no stated maximum for the number of directorships that can be held. Any director of the Fund company, general partner or trustee, who has a number of directorships, will have to consider before being appointed on the Board, if he or she can devote sufficient time to the Fund to fulfil the role and properly perform their duties. | There is no stated maximum for the number of directorships that can be held. Any director of the Fund company, general partner or trustee, who has a number of directorships, will have to consider before being appointed on the Board, if he or she can devote sufficient time to the Fund to fulfil the role and properly perform their duties. | There is no stated maximum for the number of directorships that can be held. Any director of the Fund company, general partner or trustee, who has a number of directorships, will have to consider before being appointed on the Board, if he or she can devote sufficient time to the Fund to fulfil the role and properly perform their duties. |
Are decisions of the governing body permitted to be taken through committee action?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Subject to the Listing Rules and the Fund's constitutive or governing documents ("Constitutive Documents"), the Board may establish committees with Board and/or external members and may delegate decision-making responsibilities to it. As the Board cannot delegate ultimate responsibility, it will remain ultimately responsible for any decision made by that committee. | Subject to the Constitutive Documents, the Board may establish committees with Board and/or external members and may delegate decision-making responsibilities to it. As the Board cannot delegate ultimate responsibility, it will remain ultimately responsible for any decision made by that committee. | Subject to the Constitutive Documents, the Board may establish committees with Board and/or external members and may delegate decision-making responsibilities to it. As the Board cannot delegate ultimate responsibility, it will remain ultimately responsible for any decision made by that committee. | Subject to the Constitutive Documents, the Board may establish a committee with Board and/or external members and may delegate decision-making responsibilities to it. | Subject to the Constitutive Documents, the Board may establish a committee with Board and/or external members and may delegate decision-making responsibilities to it. |
Are standing committees required?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Subject to the Listing Rules and the Constitutive Documents, there is no requirement to establish a standing committee, but the Board may establish such a committee if required. | Subject to the Listing Rules and the Constitutive Documents, there is no requirement to establish a standing committee, but the Board may establish such a committee if required. | Subject to the Listing Rules and the Constitutive Documents, there is no requirement to establish a standing committee, but the Board may establish such a committee if required. | Subject to the Listing Rules and the Constitutive Documents, there is no requirement to establish a standing committee, but the Board may establish such a committee if required. | Subject to the Listing Rules and the Constitutive Documents, there is no requirement to establish a standing committee, but the Board may establish such a committee if required. |
Are ad hoc committees permitted?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Subject to the Listing Rules and the Constitutive Documents, the Board may establish ad-hoc committees if it decides. | Subject to the Listing Rules and the Constitutive Documents, the Board may establish ad-hoc committees if it decides. | Subject to the Listing Rules and the Constitutive Documents, the Board may establish ad-hoc committees if it decides. | Subject to the Listing Rules and the Constitutive Documents, the Board may establish ad-hoc committees if it decides. | Subject to the Listing Rules and the Constitutive Documents, the Board may establish ad-hoc committees if it decides. |
Are there any specific tax issues that need to be considered?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| If Jersey tax resident, the Fund company will be subject to Jersey's economic substance requirements, unless it delegates management to a manager. The Jersey administrator will assist the Fund to comply with the requirements to be managed and directed, and have adequate employees, expenditure and premises in Jersey. | If Jersey tax resident, the Fund company, general partner or trustee will be subject to Jersey's economic substance requirements, unless it delegates management to a separate manager. The Jersey administrator will assist the Fund to comply with the requirements to be managed and directed, and have adequate employees, expenditure and premises in Jersey. | If Jersey tax resident, the Fund company, general partner or trustee will be subject to Jersey's economic substance requirements, unless it delegates management to a separate manager. The Jersey administrator will assist the Fund to comply with the requirements to be managed and directed, and have adequate employees, expenditure and premises in Jersey. | If Jersey tax resident, the Fund company, general partner or trustee will be subject to Jersey's economic substance requirements, unless it delegates management to a separate manager. The Jersey administrator will assist the Fund to comply with the requirements to be managed and directed, and have adequate employees, expenditure and premises in Jersey. | If Jersey tax resident, the Fund company, general partner or trustee will be subject to Jersey's economic substance requirements, unless it delegates management to a separate manager. The Jersey administrator will assist the Fund to comply with the requirements to be managed and directed, and have adequate employees, expenditure and premises in Jersey. |
What are the recordkeeping requirements?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| The Fund is required by the Certified Fund Code to maintain a business policy and procedures manual, internal organisation and risk management systems, a document systems and procedures to safeguard assets, and a clear records retention policy, as well as keeping adequate and orderly books and records. | The Fund is required by the Certified Fund Code to maintain a business policy and procedures manual, internal organisation and risk management systems, a document systems and procedures to safeguard assets, and a clear records retention policy, as well as keeping adequate and orderly books and records. | The Fund is required by the Certified Fund Code to maintain a business policy and procedures manual, internal organisation and risk management systems, a document systems and procedures to safeguard assets, and a clear records retention policy, as well as keeping adequate and orderly books and records. | No specific requirements for the Fund in respect of record-keeping. | No specific requirements for the Fund in respect of record-keeping. |
Is delegation/outsourcing to service providers allowed?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Although ultimate responsibility cannot be delegated, outsourcing by the Fund or its functionary must comply with the JFSC's outsourcing policy, which requires a delegate to be fit and proper, a written agreement with clear terms, and adequate resources, policies and procedures to monitor performance, as well as the JFSC confirming it has no-objection. | Although ultimate responsibility cannot be delegated, outsourcing by the Fund or its functionary must comply with the JFSC's outsourcing policy, which requires a delegate to be fit and proper, a written agreement with clear terms, and adequate resources, policies and procedures to monitor performance, as well as the JFSC confirming it has no-objection. | Although ultimate responsibility cannot be delegated, outsourcing by the Fund or its functionary must comply with the JFSC's outsourcing policy, which requires a delegate to be fit and proper, a written agreement with clear terms, and adequate resources, policies and procedures to monitor performance, as well as the JFSC confirming it has no-objection. | The JFSC's outsourcing policy will not apply to the Fund company, general partner or trustee, but does apply to the designated service provider. | The JFSC's outsourcing policy will not apply to the Fund company, general partner or trustee, but does apply to the designated service provider. |
Other?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| A Fund must maintain adequate financial resources which are, in the opinion of the Board, sufficient to meet the Fund's commitments and adequate insurance as assessed by the Board. | The Fund is required by the Certified Fund Code, and a general partner, trustee or manager is required under the FSB Code, to maintain adequate financial resources which are, in the opinion of its Board, sufficient to meet their commitments and adequate insurance as assessed by their Boards. | The Fund is required by the Certified Fund Code, and a general partner, trustee or manager is required under the FSB Code, to maintain adequate financial resources which are, in the opinion of its Board, sufficient to meet their commitments and adequate insurance as assessed by their Boards. | No specific requirements for the Fund company, general partner or trustee in relation to financial resources or insurance. | No specific requirements for the Fund company, general partner or trustee in relation to financial resources or insurance. |
Organisational requirements
What are the key documents required for formation?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Listed Fund: • Fund application form; • Certified Fund certificate application; • Draft offer document; • Structure chart; • Investment manager’s confirmation letter; • Fees. FSB (if applicable) - see Expert Fund’s ‘key documents for formation’ AIF (if applicable): • Notification of exemption from AIF Regulations. AIFM (if applicable): • AIFSB application and fees / Sub-threshold AIFM application; • Personal questionnaires for principal persons. Listing (subject to Listing Rules): • Listing application and fees; • Offer/listing document; • Sponsor’s declaration, listing undertaking, issuer’s confirmation letter, director’s declarations, non-applicability/omitted information letter, formal notice and background page. |
Expert Fund: • Fund application form; • Certified Fund certificate application; • Draft offer document; • Structure chart; • Investment manager’s confirmation letter; • Fees. FSB (if applicable): • Personal questionnaires for principal persons; • FSB application; • Business plan; • Fees. AIF (if applicable): • Notification of exemption from AIF. Regulations AIFM (if applicable): • AIFSB application / Sub-threshold AIFM application; • Personal questionnaires for principal persons; • Fees. |
Eligible Investor Fund: • Fund application form; • Certified Fund certificate application; • Draft offer document; • Structure chart; • Investment manager’s confirmation letter; • Fees. FSB (if applicable): • Personal questionnaires for principal persons; • FSB application; • Business plan; • Fees. AIFM (if applicable): • AIFSB application / Sub-threshold AIFM application; • Personal questionnaires for principal persons; • Fees. |
Private Fund: • Fund application form; • Fees. AIF (if applicable): • AIF certificate application. AIFM (if applicable): • AIFSB application / Sub-threshold AIFM application; • Personal questionnaires for principal persons; • Fees. |
Unregulated Eligible Investor Fund: • JFSC notification. |
What is the formation process?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| The Jersey administrator submits to the JFSC the appropriate applications (see 'key documents for formation'), together with supporting documents and fees, and co-ordinated with the listing application submitted by the Listing Sponsor to the Listing Authority. The Listed Fund application contains a confirmation by the administrator that Fund complies with the Listed Fund Guide. The JFSC checks and processes the Fund application within 3 working days, subject to first approving any Jersey FSB application. | The Jersey administrator submits to the JFSC the appropriate applications (see 'key documents for formation'), together with supporting documents and fees. The Expert Fund application contains a confirmation by the administrator that Fund complies with the Expert Fund Guide. The JFSC checks and processes the Fund application within 3 working days, subject to first approving any Jersey FSB application. | The Jersey administrator submits to the JFSC the appropriate applications (see 'key documents for formation'), together with supporting documents and fees. The Expert Fund application contains a confirmation by the administrator that Fund complies with the Expert Fund Guide. The JFSC checks and processes the Fund application within 3 working days, subject to first approving any Jersey FSB application. | The DSP submits to the JFSC the appropriate applications (see 'key documents for formation'), together with supporting documents and fees. The Private Fund application contains a confirmation by the DSP that Fund complies with the Private Fund Guide. The JFSC checks and processes the Fund application within 2 working days. | The Fund or Jersey administrator gives notice to the JFSC that the Fund has been establish. No further action is required. |
What is the fee for formation/establishment?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| The certified Fund application fee is GBP 2,700 for the company and each Jersey functionary. | The certified Fund application fee is GBP 2,700 for the company, general partner or trustee and each Jersey functionary. In relation to the general partner or the trustee, the FSB application fee is GBP 3,330. | The certified Fund application fee is GBP 2,700 for the company, general partner or trustee and each Jersey functionary. In relation to the general partner or the trustee, the FSB application fee is GBP 3,330. | The private Fund application fee is GBP 1,340. | No fee is payable for giving notice of the Fund to the JFSC. |
What is the process for amending key documents?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| All material changes to information provided to the JFSC in connection with a Listed Fund should be notified to the JFSC as soon as possible and, in any event, within 28 days of such change taking place. Any change to a Listed Fund that would not meet the criteria set out in this guide or that would breach any certificate condition applicable to that Listed Fund will require the prior consent of a duly authorised officer of the JFSC. The Listed Fund will also have to comply with the requirements of the Listing Rules. | All material changes to information provided to the JFSC in connection with an Expert Fund should be notified to the JFSC as soon as possible and, in any event, within 28 days of such change taking place. Any change to an Expert Fund that would not meet the criteria set out in this guide or that would breach any certificate condition applicable to that Expert Fund will require the prior consent of a duly authorised officer of the JFSC. | All material changes to information provided to the JFSC in connection with an Eligible Investor Fund should be notified to the JFSC as soon as possible and, in any event, within 28 days of such change taking place. Any change to an Eligible Investor Fund that would not meet the criteria set out in this guide or that would breach any certificate condition applicable to that Eligible Investor Fund will require the prior consent of a duly authorised officer of the JFSC. | All material changes to information provided to the JFSC in connection with a Private Fund should be notified to the JFSC as soon as possible and, in any event, within 28 days of such change taking place. Future changes to a Private Fund do not require regulatory approval, except that the JFSC should be approached before changing the DSP. | Future changes to the Fund do not require regulatory approval. |
Are there any required agents/annual fees?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| The fee for a certificate holder is £4,450 or, if more than one pool of assets ranging from 2 - 200, a fee between £5,830 - £44,670. | The fee for a certificate holder is £1,800 for a general partner or £4,540 for a company or trustee or, if more than one pool of assets ranging from 2 - 200, a fee between £5,830 - £44,670. | The fee for a certificate holder is £1,800 for a general partner or £4,540 for a company or trustee or, if more than one pool of assets ranging from 2 - 200, a fee between £5,830 - £44,670. | The fee for the Private Fund is £1,090. | No fee is payable in respect of the fund. |
What is the type of ownership interest (e.g., shares, units, non-unitised interests, other)?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Shares. | Shares, limited partnership interests or units. | Shares, limited partnership interests or units. | Shares, limited partnership interests or units. | Shares, limited partnership interests or units. |
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)?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Subject to the Listing Rules, there are no limits. | Unlimited number of 'expert investors' or persons investing at least USD 100,000. | Unlimited number of 'expert investors' or persons investing at least USD 100,000. | Up to 50 or fewer offers made or 'professional investors', 'eligible investors' or persons investing at least GBP 250,000. | Unlimited number of 'eligible investors' or persons investing at least USD 1,000,000. |
What are the capital contributions needed to form the entity?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| There is no stated minimum capital for forming the Fund, but the Listing Rules will prescribe a minimum market capitalisation for listing of the Fund. | No stated minimum. | No stated minimum. | No stated minimum. | No stated minimum. |
Are founder shares or seed capital shares permitted?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Yes, subject to the Listing Rules. | Yes. | Yes. | Yes. | Yes. |
Are sub-Funds allowed?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. | Yes. |
If 'yes' to the previous question, what is the strength of the legal liability separation between the sub-Funds?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| The Protected cell company can establish protected cell sub-Funds, or incorporated cell company can establish incorporated cell Funds, which provide statutory segregation of the assets and liabilities of each sub-Fund. | The Protected cell company can establish protected cell sub-Funds, or incorporated cell company can establish incorporated cell Funds, which provide statutory segregation of the assets and liabilities of each sub-Fund. While a limited partnership or a unit trust cannot be registered as segregated or cellular limited partnership or unit trust (as applicable), a limited partnership may form sub-Funds and a unit trust may form sub-trust as sub-Funds, but the assets and liabilities of each sub-Fund are contractually segregated from the assets and liabilities of the other sub-Funds. | The Protected cell company can establish protected cell sub-Funds, or incorporated cell company can establish incorporated cell Funds, which provide statutory segregation of the assets and liabilities of each sub-Fund. While a limited partnership or a unit trust cannot be registered as segregated or cellular limited partnership or unit trust (as applicable), a limited partnership may form sub-Funds and a unit trust may form sub-trust as sub-Funds, but the assets and liabilities of each sub-Fund are contractually segregated from the assets and liabilities of the other sub-Funds. | The Protected cell company can establish protected cell sub-Funds, or incorporated cell company can establish incorporated cell Funds, which provide statutory segregation of the assets and liabilities of each sub-Fund. While a limited partnership or a unit trust cannot be registered as segregated or cellular limited partnership or unit trust (as applicable), a limited partnership may form sub-Funds and a unit trust may form sub-trust as sub-Funds, but the assets and liabilities of each sub-Fund are contractually segregated from the assets and liabilities of the other sub-Funds. | The Protected cell company can establish protected cell sub-Funds, or incorporated cell company can establish incorporated cell Funds, which provide statutory segregation of the assets and liabilities of each sub-Fund. While a limited partnership or a unit trust cannot be registered as segregated or cellular limited partnership or unit trust (as applicable), a limited partnership may form sub-Funds and a unit trust may form sub-trust as sub-Funds, but the assets and liabilities of each sub-Fund are contractually segregated from the assets and liabilities of the other sub-Funds. |
Are multiple classes of interests allowed?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. | Yes. |
Are owners personally liable?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| No. | No. | No. | No. | No. |
In what circumstances could directors be liable to shareholders for their actions?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Generally, directors are not personally liable to shareholders as the statutory and fiduciary directors' duties are owed to the fund company. Directors may be responsible to investors for any untrue or misleading statements in an offer document. If a shareholder is a creditor, directors may be personally liable to creditors for fraudulent or wrongful trading by an insolvent company. | Generally, directors are not personally liable to shareholders as the statutory and fiduciary directors' duties are owed to the fund company. Directors may be responsible to investors for any untrue or misleading statements in an offer document. If a shareholder is a creditor, directors may be personally liable to creditors for fraudulent or wrongful trading by an insolvent company. | Generally, directors are not personally liable to shareholders as the statutory and fiduciary directors' duties are owed to the fund company. Directors may be responsible to investors for any untrue or misleading statements in an offer document. If a shareholder is a creditor, directors may be personally liable to creditors for fraudulent or wrongful trading by an insolvent company. | Generally, directors are not personally liable to shareholders as the statutory and fiduciary directors' duties are owed to the fund company. Directors may be responsible to investors for any untrue or misleading statements in an offer document. If a shareholder is a creditor, directors may be personally liable to creditors for fraudulent or wrongful trading by an insolvent company. | Generally, directors are not personally liable to shareholders as the statutory and fiduciary directors' duties are owed to the fund company. Directors may be responsible to investors for any untrue or misleading statements in an offer document. If a shareholder is a creditor, directors may be personally liable to creditors for fraudulent or wrongful trading by an insolvent company. |
Is there a requirement for a register of interest holders?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Yes. | Yes. | Yes. | Yes. | Yes. |
What are the beneficial ownership reporting requirements?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Yes, ultimate beneficial owners with an interest exceeding 10% need to be disclosed on a confidential basis to the JFSC. The register is available to law enforcement agencies and tax authorities on request, but is not publicly available. | Yes, ultimate beneficial owners with an interest exceeding 10% need to be disclosed on a confidential basis to the JFSC. The register is available to law enforcement agencies and tax authorities on request, but is not publicly available. | Yes, ultimate beneficial owners with an interest exceeding 10% need to be disclosed on a confidential basis to the JFSC. The register is available to law enforcement agencies and tax authorities on request, but is not publicly available. | Yes, ultimate beneficial owners with an interest exceeding 10% need to be disclosed on a confidential basis to the JFSC. The register is available to law enforcement agencies and tax authorities on request, but is not publicly available. | Yes, ultimate beneficial owners with an interest exceeding 10% need to be disclosed on a confidential basis to the JFSC. The register is available to law enforcement agencies and tax authorities on request, but is not publicly available. |
What is the domestic tax treatment?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| In Jersey, the Fund will be tax neutral and there are no capital gains, transfer, withholding, stamp duty, gift or inheritance taxes, other than probate duty of up to 0.75% on a deceased's Jersey estate. In relation to Jersey income tax, the Fund company will be charged to tax at 0% on its non-Jersey source income and, by concession, Jersey bank interest. A Jersey company may be subject to economic substance requirements if it carries on, for instance, Fund management business, finance and leasing business or holding company business. | In Jersey, the Fund will be tax neutral and there are no capital gains, transfer, withholding, stamp duty, gift or inheritance taxes, other than probate duty of up to 0.75% on a deceased's Jersey estate. In relation to Jersey income tax, the Fund company will be charged to tax at 0%, a trustee of a unit trust Fund and its unitholders (unless Jersey tax resident individuals) or a limited partnership itself and its partners (unless Jersey tax resident individuals) will not be subject to tax, on its non-Jersey source income and, by concession, Jersey bank interest. A Jersey company, or a general partner or trustee which is a Jersey company, may be subject to economic substance requirements if it carries on, for instance, Fund management business, finance and leasing business or holding company business. | In Jersey, the Fund will be tax neutral and there are no capital gains, transfer, withholding, stamp duty, gift or inheritance taxes, other than probate duty of up to 0.75% on a deceased's Jersey estate. In relation to Jersey income tax, the Fund company will be charged to tax at 0%, a trustee of a unit trust Fund and its unitholders (unless Jersey tax resident individuals) or a limited partnership itself and its partners (unless Jersey tax resident individuals) will not be subject to tax, on its non-Jersey source income and, by concession, Jersey bank interest. A Jersey company, or a general partner or trustee which is a Jersey company, may be subject to economic substance requirements if it carries on, for instance, Fund management business, finance and leasing business or holding company business. | In Jersey, the Fund will be tax neutral and there are no capital gains, transfer, withholding, stamp duty, gift or inheritance taxes, other than probate duty of up to 0.75% on a deceased's Jersey estate. In relation to Jersey income tax, the Fund company will be charged to tax at 0%, a trustee of a unit trust Fund and its unitholders (unless Jersey tax resident individuals) or a limited partnership itself and its partners (unless Jersey tax resident individuals) will not be subject to tax, on its non-Jersey source income and, by concession, Jersey bank interest. A Jersey company, or a general partner or trustee which is a Jersey company, may be subject to economic substance requirements if it carries on, for instance, Fund management business, finance and leasing business or holding company business. | In Jersey, the Fund will be tax neutral and there are no capital gains, transfer, withholding, stamp duty, gift or inheritance taxes, other than probate duty of up to 0.75% on a deceased's Jersey estate. In relation to Jersey income tax, the Fund company will be charged to tax at 0%, a trustee of a unit trust Fund and its unitholders (unless Jersey tax resident individuals) or a limited partnership itself and its partners (unless Jersey tax resident individuals) will not be subject to tax, on its non-Jersey source income and, by concession, Jersey bank interest. A Jersey company, or a general partner or trustee which is a Jersey company, may be subject to economic substance requirements if it carries on, for instance, Fund management business, finance and leasing business or holding company business. |
Is the Fund able to “tick the box” for US tax purposes?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Yes. | Yes, but a unit trust must qualify as a "business entity" for US tax purposes, with the trustee having discretion to invest the Fund's assets. | Yes, but a unit trust must qualify as a "business entity" for US tax purposes, with the trustee having discretion to invest the Fund's assets. | Yes, but a unit trust must qualify as a "business entity" for US tax purposes, with the trustee having discretion to invest the Fund's assets. | Yes, but a unit trust must qualify as a "business entity" for US tax purposes, with the trustee having discretion to invest the Fund's assets. |
Is there an automatic regulatory regime applicable?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Yes, the Fund company will be subject to Jersey's investment Fund regulatory regime applying to a Listed Fund. Jersey's economic substance requirements may also apply if the company carries on certain activities (see 'Domestic tax treatment' above). | Yes, the Fund company, limited partnership or unit trust will be subject to Jersey's investment Fund regulatory regime applying to an Expert Fund. Jersey's economic substance requirements may also apply if the company, general partner of the limited partnership or trustee of the unit trust, carries on certain activities (see 'Domestic tax treatment' above). | Yes, the Fund company, limited partnership or unit trust will be subject to Jersey's investment Fund regulatory regime applying to an Expert Fund. Jersey's economic substance requirements may also apply if the company, general partner of the limited partnership or trustee of the unit trust, carries on certain activities (see 'Domestic tax treatment' above). | Yes, the Fund company, limited partnership or unit trust will be subject to Jersey's investment Fund regulatory regime applying to an Expert Fund. Jersey's economic substance requirements may also apply if the company, general partner of the limited partnership or trustee of the unit trust, carries on certain activities (see 'Domestic tax treatment' above). | Yes, the Fund company, limited partnership or unit trust will be subject to Jersey's investment Fund regulatory regime applying to an Expert Fund. Jersey's economic substance requirements may also apply if the company, general partner of the limited partnership or trustee of the unit trust, carries on certain activities (see 'Domestic tax treatment' above). |
Is reporting triggered by the form of organisation?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Audited annual accounts must be filed with the JFSC and the Stock Exchange. The Listing Rules may require semi-annual accounts and quarterly NAV calculations to be filed with the Stock Exchange. If the Fund has US investors, it will be required to register and report for FATCA/CRS purposes. | If the Fund has US investors, it will be required to register and report for FATCA/CRS purposes. The annual accounts are required to be audited. | If the Fund has US investors, it will be required to register and report for FATCA/CRS purposes. The annual accounts are required to be audited. | If the Fund has US investors, it will be required to register and report for FATCA/CRS purposes. The annual accounts are required to be audited. | If the Fund has US investors, it will be required to register and report for FATCA/CRS purposes. The annual accounts are required to be audited. |
Are annual general shareholder meetings required?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| Yes, unless all shareholders have agreed to dispense with holding annual general meetings ("AGM"). | No, unless a public company, which has not dispensed with the requirement to hold AGMs. | No, unless a public company, which has not dispensed with the requirement to hold AGMs. | No, unless a public company, which has not dispensed with the requirement to hold AGMs. | No, unless a public company, which has not dispensed with the requirement to hold AGMs. |
What are the filing requirements and are these publicly available?
| Listed Fund | Expert Fund | Eligible Investor Fund | Private Fund | Unregulated Eligible Investor Fund |
|---|---|---|---|---|
| The public company files the annual confirmation and annual audited accounts with the Jersey Registrar and the annual tax return with the Jersey Comptroller. The Companies Registry filings are publicly available. | No filings are required for a limited partnership or unit trust. If a company, the annual confirmation, and if a public company, the annual audited accounts, are filed with the Jersey Registrar and the annual tax return is filed with the Jersey Comptroller. The Companies Registry filings are publicly available. | No filings are required for a limited partnership or unit trust. If a company, the annual confirmation, and if a public company, the annual audited accounts, are filed with the Jersey Registrar and the annual tax return is filed with the Jersey Comptroller. The Companies Registry filings are publicly available. | No filings are required for a limited partnership or unit trust. If a company, the annual confirmation, and if a public company, the annual audited accounts, are filed with the Jersey Registrar and the annual tax return is filed with the Jersey Comptroller. The Companies Registry filings are publicly available. | No filings are required for a limited partnership or unit trust. If a company, the annual confirmation, and if a public company, the annual audited accounts, are filed with the Jersey Registrar and the annual tax return is filed with the Jersey Comptroller. The Companies Registry filings are publicly available. |
Are there any tax treatment considerations?
Jersey is tax neutral in that it has no tax or, for companies, tax at 0% applicable to the establishment and operation of funds. Jersey funds are not subject to any income, corporation, capital gains, capital transfer, withholding or inheritance taxes or any stamp or estate duty payable by a fund, an investment company, a unit trust or a partnership, or their respective shareholders, unit holders or partners, other than shareholders, unit holders and partners ordinarily resident in Jersey. Stamp duty of up to 0.5% of a deceased individual's Jersey estate is payable on an application for a grant of probate.
Jersey incorporated companies
The basic rule in Jersey is that a Jersey company will be considered Jersey tax resident unless its business is centrally managed and controlled outside Jersey in a country or territory where the highest rate of corporate income tax is 10% or more, and the company is resident for tax purposes in that country or territory.
Non-Jersey incorporated companies
In Jersey, a company's place of “central management and control” is generally where high-level strategic decisions of that company are made and determined broadly in a similar way as in the UK, so considerations for minimising the risk of becoming UK tax resident set out above (location of Board meetings/real decision-making, restrictions/delegation of discretion of Board) may apply to minimising the risk of becoming Jersey tax resident. Where there is uncertainty over a company’s Jersey tax residence position then, while not binding, UK case law may be persuasive.
Tax resident companies are taxable in Jersey on their worldwide income, unless they are specifically entitled to, and apply for, an exemption from income tax (discussed below).
Where a company is Jersey tax resident, the standard corporate income tax rate is 0%, subject to some local exceptions. A 10% corporate income tax rate applies to a Jersey regulated financial services businesses, such as a bank, administrator, custodian or registrar. A 20% income tax rate applies to a Jersey utility company, large corporate retailer or to any company receiving Jersey source-income, for instance, from Jersey real estate.
Fund companies that are not carrying on a trade in Jersey or in receipt of Jersey property income would generally be liable to Jersey income tax at 0%.
Exemption from income tax available to eligible investment schemes
Eligible Investment Schemes (EIS) may apply for an exemption from income tax. If an EIS chooses to apply for the income tax exemption, an annual application is required along with payment of a £500 fee. The exemption from income tax does not apply to trading income earned in Jersey or to any profits derived from land in Jersey.
EIS are generally schemes established for the collective investment of money, which have as their object, or one of their objects, the collective investment of capital acquired by means of an offer of units for subscription, sale or exchange. The Jersey Comptroller of Revenue may approve other types of investment schemes on a case-by-case basis.