Registered

[For open-ended registered funds, refer to the briefing note on Hedge Funds and for authorised closed-ended funds see the briefing note on Closed-ended Funds and Private Equity here].

Registered funds are eligible to take advantage of the GFSC’s “Fast Track Regime”, meaning that vehicles submitting completed applications should be registered within three working days.

• the fund must be established with the objective of spreading risk. The criteria for the spread of risk must be specified in the fund’s offering document;
• the Prospectus Rules and Guidance, 2021 make provision for disclosures in the fund’s offering document;
• there are provisions for both immediate and periodic notifications to the GFSC regarding changes to the fund, as well as financial and statistical information; and
• Registered funds may not be offered to the public in Guernsey.

Application Form

Under the registered fund regime, an administrator can apply for a fund to be registered by the GFSC by completing a Form REG, which must be signed by the administrator. The Form REG contains the following requirements and warranties:

1. confirmation the administrator has performed sufficient due diligence to be satisfied that the promoter and associated parties are fit and proper;
2. confirmation that the administrator is content that the disclosures in the fund’s prospectus and offer document meet the requirements set out in the Prospectus Rules and include the GFSC’s standard legend; and
3. conformation that the information supplied is complete and correct at the time of submission and that there are no other facts material to the application of which the GFSC should be aware.

The GFSC attaches great importance to these requirements. It expects the administrator to be in a position to have documentary evidence to support these requirements and be able to produce such evidence immediately at the request of the GFSC.

The following documents should also be lodged at the GFSC together with the Form REG:

1. Forms PQ in respect of the controllers, directors and senior officers of the promoter and the fund – these will need to be submitted through the Online PQ Portal;
2. payment of the application fee, details of which can be found here; and
3. submission of final versions of:
   • the prospectus and/or offering documents or equivalent;
   • the application form, subscription agreement or equivalent;
   • constitutive documents, that is the memorandum and articles of incorporation, trust deed or limited partnership agreement, as applicable; and
   • all material agreements entered into by the fund.

Evidence that the fund has been incorporated or otherwise established should also be submitted.

On receipt of all of the above documentation, the GFSC will register the fund within three working days. The administrator is encouraged to liaise with the GFSC in advance if it has any concerns about the promoter or the fund to avoid any potential delays in the three working day consent.

Registered funds may be established as companies, unit trusts or limited partnerships or such other vehicle or entity as may be approved by the GFSC. [See further the briefing note in respect of Legal Structures of Funds.] Each scheme must be established with the objective of spreading risk and the criteria must be specified in the information particulars.

Closed-ended funds (authorised or registered) are not required to appoint a custodian and may appoint a custodian or trustee that is domiciled outside Guernsey.

The designated manager of a registered fund must submit to the GFSC within six months of the end of each financial year the audited annual report and accounts together with any principal documents or other agreements which have been amended. There is also a requirement to file quarterly statistical information.

Registered funds must not be offered directly to the public in Guernsey but may be offered to Guernsey regulated entities or offered to the public indirectly by entities appropriately licensed under the POI Law.

Notifications

Prior Notifications

The designated administrator of a registered fund must give written notice to the GFSC of any proposal:
• for its replacement as designated administrator; and
• to replace the designated trustee or custodian of the fund.
In each case, such new appointments will only be effective following confirmation of designation from the GFSC.

In each case, such new appointments will only be effective following confirmation of designation from the GFSC.

Immediate Notifications

The designated administrator of a registered fund is required to give immediate written notice to the GFSC of any proposed change of designated administrator or designated custodian and any proposal to reconstruct, amalgamate, terminate prematurely, wind up or extend the life of the scheme.

Note that this is a notification only, but the section on Prior Notifications noted above is new to the RCIS Rules 2021 which confirms the position that the GFSC holds a consent right over the appointment of any new designated administrator of a fund.

The designated administrator of a registered fund is also required to give immediate written notice to the GFSC of the addition of clauses, sub-funds, or cells to a closed-ended registered fund.

Annual Notifications

The designated manager of every registered fund must notify the GFSC in writing annually of any changes in the information contained in the application form submitted for registration of the fund.

Notification must be submitted to the GFSC via the online Submissions Portal in accordance with the registered funds online timeline.

Disclosure

The Prospectus Rules and Guidance, 2021 set out the disclosures that must be made to investors in a registered collective investment scheme. These disclosure requirements differ in some respects, notably:

• a registered fund constituted as a limited partnership must disclose details of significant beneficial ownership of its general partner;
• the information particulars of a registered fund must contain a responsibility statement stating that the directors, general partner, manager or trustee (as appropriate) have taken all reasonable care to ensure the accuracy of the information particulars.

Changes in content of the information particulars for a registered fund must be disclosed in accordance with the Prospectus Rules 2021.