Jersey private fund regime - key requirements and eligibility

• A JPF is a private fund product which is lightly regulated
  
  
• A JPF can be established in various forms
  
  
• A JPF requires a designated services provider in Jersey

The introduction of the JPF amalgamated and replaced three other Jersey private fund products: the Very Private Fund, Private Placement Fund and COBO Only Fund. New applications under the older regimes are no longer possible.

Speed of establishment, together with appropriate and proportionate regulation for the sophistication of the investor base, are the unique selling points of the JPF.

What does this mean for Jersey private funds which existed before April 2017?

Despite the phasing out of the aforementioned Jersey private products, existing private funds under the old regimes will be able to continue to operate as such until the end of their natural life. Alternatively, existing private funds have the ability to convert to the new JPF regime, provided key requirements are met.

Key requirements and eligibility criteria

First and foremost, a JPF requires a consent to be issued by the JSFC. For an application to the JFSC to be made, the JPF must comply with the JPF Guide, as published by the JFSC.

The key features of a JPF are as follows.

1. Twenty-four hour processing time – a JPF application which meets all the requirements will be processed in 24 hours from the submission of a fully completed JPF application and payment of the requisite application fee. At the time of writing, a one-off application fee of £1,849 is due, followed by an annual fee of £1,475 (which shall be pro-rated from the date on which the JPF is approved).
   
   
2. 'Restricted group of investors' test – under the Collective Investment Funds (Jersey Private Fund) (Jersey) Order 2025 which came into effect on 6 August 2025, any offer for subscription, sale or exchange of units of a JPF must be addressed exclusively to a 'restricted group of investors' to ensure that the offer does not in any way constitute an 'offer to the public' within the meaning of Article 3 of the Collective Investment Funds (Jersey) Law 1988 (as amended) (the "CIF Law"). Essentially, the 'restricted group of investors' test is as follows: (a) the offer must be addressed to an identifiable category of persons (Restricted Group); (b) the offer may only be directly communicated to the Restricted Group by the JPF or the JPF's appointed agent; and (c) only members of the Restricted Group may accept the offer.
   
   
3. No limit on the number of offers and/or number of investors – a revised JPF Guide was published by the JFSC on 23 July 2025 and came into force on 6 August 2025. Under the revised JPF Guide, there is no limit on the number of offers for investment and/or investors in a JPF. But if an existing JPF authorised prior to 6 August 2025 wishes to rely on the JPF Guide, it must hold a relevant consent dated on or after 6 August 2025. An existing JPF can apply to the JFSC for an updated relevant consent at any time, however, until such time as that relevant consent is reissued, that JPF's relevant consent will continue to have the conditions on the number of offers and/or investors and will remain subject to the 'restricted circle of persons' test under the CIF Law.
   
   
4. 'Professional' or an 'eligible' investor – each investor must be a 'professional' or an 'eligible' investor (as such terms are defined in the JPF Guide) and/or make a minimum investment of £250,000 (or an equivalent amount in another currency) and acknowledge certain prescribed investment warnings and disclosure statement.
   
   
5. Interaction with Jersey's collective investment fund regime – an existing collective investment fund ("CIF") (including, for example, an expert fund, an eligible investor fund or a listed fund) may convert into a JPF, provided it meets all the eligibility criteria in the JPF Guide and confirmation is provided that the CIF has not been 'offered to the public', by going through the process of revoking its CIF certificate under the CIF Law, paying the prescribed application fee and seeking the written confirmation from its investors including an acknowledgement and acceptance in writing of the prescribed investment warning and disclosure statement.
   
   
6. Structure – can be formed as a company (including but not limited to a private limited company or a cell company which creates cells), partnership or unit trust and, if established outside of Jersey, shall be incorporated or constituted in such equivalent form as is permitted under the laws of such country or territory outside of Jersey.
   
   
7. Open or closed-ended – a JPF may be open or closed ended with no investment or borrowing restrictions.
   
   
8. Promoter – no requirement to have a promoter or, if a promoter is appointed, for the promoter to be approved by the JFSC, although the designated services provider ("DSP") must conduct due diligence on the promoter.
   
   
9. Directors – no express requirement for Jersey-resident directors (albeit the JFSC does expect at least one or more resident Jersey directors to be appointed) (unless the fund is also marketed to the European Union/European Economic Area (EU/EEA) investors, in which case the JPF or its general partner (as applicable) will need to have at least two Jersey resident directors).
   
   
10. Offering document – no requirement for an offering document, unless it is specifically required by another statutory requirement or applicable law. If a JPF has an offer document, that offer document must contain all of the material information which investors (and any professional advisers) would reasonably require and expect to find and have brought fairly to their attention, for the purpose of making an informed judgement about the merits of investing in the JPF and the associated risks.
    
    
11. Investment warning and disclosure statement – no set restrictions on investment and borrowing, but there is a requirement for a specific investment warning and disclosure statement.
    
    
12. Accounts – no requirement for audited accounts, although any qualified audit must be reported (except in the circumstances when adopting modified GAAP) (unless the JPF is also marketed to EU/EEA investors, in which case the JPF will need to appoint an auditor unless the manager of the JPF is a sub-threshold alternative investment fund manager ("AIFM")).
    
    
13. Designated service provider – must appoint a DSP, which is registered pursuant to the Financial Services (Jersey) Law 1998 (as amended) ("FSJL") (generally the Jersey based fund administrator). Where a JPF's duly appointed DSP is not registered for Funds Services Business under the FSJL for class V (Administrator), U (Manager), X (Investment Manager) or ZG (Trustee), or is only registered by the JFSC to carry on another class of Fund Services Business or Trust Company Business within the meaning of the FSJL, that JPF will be limited to 15 or fewer offers and professional and/or eligible investors as a 'very private' JPF.
    
    
14. Notice of changes – must have any notice of change or event signed off by the DSP (eg material amendment of offering material, structural changes) and notified to the JFSC within 28 calendar days.
    
    
15. Annual return – must file an annual return that has been signed off by the DSP.
    
    
16. No personal questionnaires – no requirement for the directors to complete and file personal questionnaires in relation to the JPF itself.
    
    
17. AIFM Directive – additional requirements may apply where the JPF is marketed into the EU/EEA through National Private Placement Regimes, including the issue of an alternative investment fund ("AIF") certificate by the JFSC to the JPF and compliance with the applicable sections of the Jersey Alternative Investment Funds Code of Practice ("AIF Codes"). Where the AIFM of the JPF is "subthreshold", only minimal requirements of the AIF Codes will apply. To qualify as a subthreshold AIFM, the manager must manage leveraged assets valued at less than €100m or manage unleveraged and closed-ended assets valued at less than €500m.
    
    
18. Technical listing is permitted – a JPF may seek a technical listing with no active trading, or where units, shares or interests have been privately placed with select investors ie no public offering. In these circumstances, a JPF will only be eligible for a 'technical listing' with the prior approval of the JFSC.
    
    
19. Economic substance – where a 'resident company' (a company tax resident in Jersey) or a 'resident partnership' (a partnership with the place of effective management in Jersey), for example, a self-managed corporate JPF or a general partner of a JPF partnership, will be conducting 'fund management business', it will be required to comply with the requirements of the Taxation (Companies – Economic Substance) (Jersey) Law 2019 (as amended) or Taxation (Partnerships - Economic Substance) (Jersey) Law 2021 (as applicable).
    
    
20. POCL registration –  a JPF will need to register in Jersey with the JFSC under the Proceeds of Crime (Supervisory Bodies) (Jersey) Law 2008 in respect of carrying on certain Schedule 2 activities as a fund, as specified in the Proceeds of Crime (Jersey) Law 1999.

The information contained in this guide is necessarily brief and general in nature and does not constitute legal or taxation advice. Appropriate legal or other professional advice should be sought for any specific matter.