JERSEY Law and Practice Contributed by: Nienke Malan and Christopher Griffin, Carey Olsen
• no limit on the number of members which can be admitted, subject to regulatory restric - tions; and • treated as tax-transparent, but able to elect to be a body corporate. An LLC can be established as a JPF, but is more likely to be used as the general partner, fund manager, carried interest recipient or holding vehicle. 2.1.2 Common Process for Setting Up Investment Funds Regulatory Categories The key features of each main regulatory cat - egory of Jersey fund are set out below, includ - ing (where relevant) indicative application time - scales. The fund type which is most suitable for a promoter will depend largely upon commercial factors, such as the types of investors sought and the level of flexibility required. All Jersey funds (other than Notification-Only Funds) are eligible to be marketed into the Euro - pean Union and European Economic Area (EU/ EEA) in accordance with the AIFMD through individual EU member states’ national private placement regimes (NPPRs) and (once avail - able) through the passporting regime. Jersey funds with a Jersey manager that are not actively marketed into the EU/EEA fall outside the scope of the AIFMD. Jersey Private Funds (JPFs) The JPF is quick to establish, flexible and cost- efficient, and has minimal regulatory require - ments for funds with 50 investors or fewer. The key features of a JPF are as follows. • Maximum of 50 investors at any time and a maximum of 50 initial offers. The JPF may not be listed on a stock exchange.
• Investors must qualify as “professional” investors and/or make an initial investment of at least GBP250,000 (or currency equivalent), and sign a simple investment warning (usually included in the subscription document). • No limit on fund size. • No investment or borrowing restrictions. • May be open or closed for redemptions by investors. • No need for Jersey directors or Jersey service providers, other than a Jersey regulated “des - ignated service provider” (DSP) who must be appointed to ensure compliance with the necessary criteria and applicable anti-money laundering legislation, to carry out due dili - gence on the promoter and to file an annual compliance statement. • Jersey SPVs can be established to act as service providers (such as a general partner, trustee or investment manager/adviser) and are generally not required to be regulated. • “Fast track” approval as indicated below (self-certification by the fund administrator). The following applies for establishing a JPF with - out active EU/EEA marketing: • 48-hour regulatory approval following an online application by the DSP; • no requirement to prepare an offering memo - randum; • no need for Jersey directors or service pro - viders, and no audit requirement; and • the fund is not regulated by the JFSC on an ongoing basis. The following applies for establishing a JPF with EU/EEA marketing (where there is a sub-thresh - old Jersey AIFM): • ten-day regulatory approval for an AIF certifi - cate;
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