Guernsey Private Capital Structures

16 May 2019
Why is Guernsey the place for funds?

Whether it is a private equity fund manager requiring a collective investment scheme, or a family office needing a quickly established and inexpensive holding entity, Guernsey is the location of choice for many.

Guernsey has a solution to the structuring needs for all types of fund manager, with some regulated by the Guernsey Financial Services Commission (GFSC) and others not. GFSC regulation is highly regarded and many funds enjoy the reputation of being part of this jurisdiction.

The most popular examples of structure are:

  • Private Equity Fund – regulated by the GFSC as a Registered Collective Investment Scheme (supported in its application by a licensed fund administrator) benefits from fully regulated status.
  • Private Equity Fund PIF – regulated by the GFSC as a Professional Investor Fund, a recent and highly popular innovation by the GFSC enabling fast to market (three days), lighter touch of regulation with the advantage of being domiciled and regulated locally.
  • Single Investor Private Capital Structure – requires the services of a regulated corporate services provider.
  • Single Investment Private Capital Structure – requires the services of a regulated corporate services provider.
What is a Guernsey Private Capital Structure?

A Guernsey Private Capital Structure (GPCS) comprises of a wide variety of structures and degrees of regulation, which allows fund managers to find a flexible solution to suit their individual requirements.

A GPCS can be open ended or closed ended and there is no restriction on the type of legal structure used. A company, incorporated or protected cell company, or limited partnership are most commonly used, but also unit trusts, a limited liability partnership or a protected cell company are options.

It provides a simple yet flexible structure for deal-by-deal or single investor opportunities.

What makes a GPCS unique?

An unregulated GPCS is not a collective investment scheme and subsequently it is not directly regulated by the GFSC, allowing for a greater amount of flexibility
for both investors and managers.

However, an unregulated GPCS must be serviced by an administrator who has a fiduciary license and is regulated by the GFSC (The Regulation of Fiduciaries Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000).

Guernsey is home to experienced administrators, lawyers, accountants, custodians and tax advisors, each with the ability and understanding to meet the reporting, governance and professional needs of GPCSs.

Investors can participate in a GPCS with a small AUM and maintain low costs (due to size and low levels of activity), allowing them to build a track record if they wish to apply for regulated status in the future.

The unregulated GPCS can suit a variety of asset classes from wine funds to classic cars. In addition it has the ability to be adapted into a Guernsey Regulated PIF (Private Investor Fund) if required.

Who would a GPCS be of interest to?

Unregulated GPCSs have a broad appeal to many investors, including:

  • Family office or HNWI’s investing on a project-by-project basis or have a single investor with a portfolio of investments.
  • Individuals with large property portfolios needing additional administration support.
  • Small investor groups forming consortiums on a deal-by-deal basis
  • Spin-out firms with a good track record but want to build a track record in a cost effective way.
How can Vistra help?

Vistra is a leading administrator in Guernsey. With over 30 years of fund administration across regulated and unregulated private structures, and a dedicated fund services team, our experience and reach is unparalleled.

Our reputation is based on the ability to provide clients with the highest corporate governance and regulation standards throughout the lifecycle of their funds.
We offer full services which include:

  • Full fund administration to all types of regulated funds
  • Fiduciary services to all types of unregulated structures
  • Corporate secretarial and corporate governance (organising board meetings, preparing board papers
  • and taking minutes)
  • Providing registered office and registered agent
  • Accounting and bookkeeping
  • Opening and maintenance of bank accounts (under our signing mandate, processing and receiving payments)
  • Registrar services
  • Compliance oversight

Vistra is licensed by the GFSC to undertake Fiduciary Business (a requirement to be able to administer any GPCS).