GUERNSEY Law and Practice Contributed by: Matthew Brehaut, Carey Olsen
• information particulars/offering memorandum; • application form/subscription agreement; and • material contracts – eg, investment manage - ment agreement, administration agreement, custody agreement (as applicable). The GFSC provides the following indicative time - frames: • outline authorisation within 28 days business days; • interim authorisation within ten business days; and • formal authorisation within seven business days. The GFSC offers fast-track applications in respect of: • RCIS funds and authorised funds which elect to be approved as QIFs (three business days); • licences under the POI Law (a “POI licence”), where the manager of RCIS funds and QIFs applies for its licence under the POI Law simultaneously with the funds’ application (ten business days, which runs concurrently with the relevant fund application); and • PIFs, including the manager’s licence (one business day). Core documents for registered funds are as fol - lows. For RCIS funds: • constitutional documents of the fund vehicle; • information particulars/offering memorandum; • subscription agreement; and • material contracts – eg, investment manage - ment agreement, administration agreement. For PIFs:
• constitutional documents of the fund vehicle; • subscription agreement; and • material contracts – eg, investment manage - ment agreement, administration agreement. Note that PIFs are not required to produce information particulars/offering memorandums (although a Route 2 PIF must produce a disclo - sure statement). 2.1.3 Limited Liability Investor limited liability is provided by the fund vehicle. The most-used fund vehicles – limited companies, limited partnerships and unit trusts – all offer limited liability to investors. In general terms, the limits or restrictions on benefiting from limited liability are typically related to whether or not investors participate in the “management” of the fund – eg, a limited partner in a fund that is a limited partnership may lose their limited liability status if they participate in the management of the limited partnership. Guernsey’s limited partnership law provides for specific safe harbours permitting limited partner involvement in decisions without jeopardising their limited liability status. 2.1.4 Disclosure Requirements An offering document (made up of one or more documents, which may include the core docu - ments of the fund – see 2.1.2 Common Process for Setting Up Investment Funds ), containing the requisite disclosures, must be produced for all types of authorised funds and for registered funds other than PIFs. In each case, the specific disclosure requirements for each fund type must be met. For a Class A fund, the fund’s prospectus must state/contain:
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