JERSEY Law and Practice Contributed by: Nienke Malan and Christopher Griffin, Carey Olsen
• constitutional documents (eg, memorandum and articles of association/limited partnership agreement/trust instrument); • subscription documentation for investors and any side letters; • fund rules, in the case of umbrella funds; and • material contracts appointing the fund service providers – eg, management agreement, administration agreement, custody agreement and investment management/advisory agree - ment. 2.1.3 Limited Liability Jersey’s fund structures are designed to limit investor liability to their capital contribution. For a limited partnership, this is contingent on the limited partners not engaging in the active management of the fund. Jersey’s limited part - nership law expressly provides for “safe har - bours” for a number of specific activities which may otherwise constitute management by a lim - ited partner, including (among other things) the following. • Consulting with and advising a general part - ner with respect to the activities of the limited partnership. • Voting on, or otherwise signifying approval or disapproval of, such matters as: (a) the dissolution and winding-up of the limited partnership; (b) the purchase, sale or other dealing in any asset by or of the limited partnership; (c) the creation or renewal of an obligation by the limited partnership; or (d) a change in the nature of the activities of the limited partnership. A Jersey company provides investors (as share - holders) with a natural limitation of liability due to the company’s distinct legal personality. The cir -
cumstances in which the courts may “pierce the corporate veil” and have recourse to sharehold - ers are broadly the same in Jersey as in England: for instance, where a person who is subject to an existing legal obligation deliberately attempts to evade that obligation by interposing a company under their control. 2.1.4 Disclosure Requirements Jersey Private Funds A private placement memorandum (PPM) or oth - er offering document is not required for a JPF (although certain AIF Code investor disclosures need to be made, if relevant). However, a PPM may be issued provided that document contains a directors’ responsibility statement, together with all of the material information which inves - tors and their professional investors would rea - sonably require to make an informed judgement about the merits of investing in the fund and the nature and the level of the risks accepted by so investing. There are also ongoing investor notification requirements if the fund is marketed into the EU under NPPRs. Under the Code of Practice for Alternative Investment Funds and AIF Ser - vices Business published by the JFSC (the “AIF Code”), a Jersey alternative investment funds manager (AIFM) which is not sub-threshold is required to periodically disclose matters such as the fund’s liquidity arrangements (including special arrangements such as side pockets) as well as risk profile and risk management systems of the fund to investors and the JFSC. Regulated Funds A PPM is required to be issued in relation to a Regulated Fund. The PPM will need to contain the content and disclosures set out in:
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