The choice of domicile or jurisdiction for a private fund is a critical factor in the structuring process. It is a choice made more complicated by the bewildering array of jurisdictions all competing for market share in the offshore fund business. The laws, legal structure and local infrastructure of each jurisdiction need to be considered when choosing a jurisdiction with the perception of particular jurisdictions among target investors impacting on the decision.
When looking at European jurisdictions, consideration must also be given to the implications of the Alternative Investment Fund Managers Directive ('AIFM Directive').
Private Funds: Where and How? examines and analyses the key factors that need to be addressed in 16 of the leading private fund domiciles:
United States of America (Delaware)
Each chapter is written in conjunction with local experts and follows a detailed template for ease of reference for the reader:
General description of the jurisdiction
- Geographical, political and legal,
- Currency and, if appropriate, exchange control measures,
- Membership of relevant international organisations.
Key mandatory requirements
- Key issues which might discourage a promoter or require advance planning.
The regulation of investment business
- The local financial regulator
- The central bank
- Other relevant regulators?
- What makes the jurisdiction attractive and to which types of target investors?
Setting up a fund, including:
- Types of fund
- Eligible Investors
- Authorisation procedure (including set-up time)
- Investment restrictions
- Accounts/audit requirements
Setting up a local management company/investment manager, including:
- Is a local management company required? Availability of self-managed vehicles
- Substance/local presence/director registration/licensing requirements
- Continuing obligations, including accounts and audit requirements
Other key service providers
- Brief description of the local availability and any requirements to have local service providers and directors.
- Any required duties of the custodian/depository/prime broker, and any relevant restrictions.
Tax regime (generally, and as applicable to investors)
- Double tax treaties
Local Stock Exchange (if applicable)
Confidentiality laws (including access to ownership and other registers)
Anti-money laundering laws
Concluding remarks: What are the jurisdiction's Unique Selling Points
It also contains an At-a-glance comparative table covering Time zone; Local currency; Language; Local stock exchange; Local service provider required?; Types of vehicle; Set-up cost (excluding legal and other professional fees); Annual fees; Set-up time; Investment restrictions; Share capital; Directors'meetings; Shareholders' meetings; Accounts; Confidentiality; OECD membership; Anti-money laundering; Tax
Private Funds: Where and How? is an authoritative, unique, practical comparative guide to setting up and managing private funds for both banking and finance practitioners and investment fund managers.