Jersey Private Funds: streamlined, simple and flexible

Introduction

The JPF regime provides fund promoters with a cost-effective, fast-track (24-hour), streamlined approval process for their private fund which can be offered to an unlimited number of investors, subject to the fund meeting certain eligibility criteria in the JPF Guide issued by the JFSC.

Launched in March 2017, the JPF regime has proved an enormous success. Recent key enhancements in August 2025, which included the removal of the 50 offer/investor cap and the reduction to a 24-hour approval process, further improved the JPF regime and demonstrate that, in response to global market trends and the expectations of fund promoters and investors, the Jersey funds industry continues to adapt and innovate responsibly and deliver flexible fund solutions.

The recent key enhancements are reflected in this guide but see also our Further improvements to the Jersey Private Fund regime for a summary.

Please refer to the Glossary at the end of this guide for definitions of various capitalised terms.

Key features of a JPF

Investors in a JPF

• A JPF may only be offered to a ‘restricted group of investors’ each of which is either a ‘Professional Investor‘ or an ‘Eligible Investor‘ as defined in the JPF Guide (see Schedule for definitions of Professional and Eligible Investors).
• A JPF will be made available to a ‘restricted group of investors‘ where:
  • the offer of the JPF’s units is addressed to an identifiable category of persons to whom it is directly communicated by the offeror or the offeror’s appointed agent; and
  • only persons in that category may accept the offer.
• Investor eligibility is determined at the time of admission to the JPF and can continue to be relied upon, notwithstanding a status change, eg a departing employee, director, partner or expert consultant.
• For any involuntary transfer (such as on death or bankruptcy), there is no requirement for the transferee to qualify through the same criteria as the transferor, but the transferee will, itself, need to meet the investor eligibility requirements as defined in the JPF Guide.
• A top-up investment, or a transfer of units/shares/interests in a JPF by a pre-existing investor to another will be treated as part of the original offer to that investor.
• Provided the following meet the requirements of the JPF Guide, they will generally not be treated as an investor requiring an offer under the ‘restricted group of investors’ test:
  • management shareholders (with no economic interest);
  • carried interest vehicles;
  • co-investment arrangements; and
  • general partners that do not commit co-investment capital to JPFs structured as limited partnerships.
• A discretionary investment manager for a wider group of retail stakeholders will be treated as one investor.
• Each investor must have received and acknowledged an investment warning substantially in the form set out in the JPF Guide, which will typically be contained in the subscription agreement for the JPF.
• If a proposed offer or investor does not fully satisfy the eligibility conditions of the JPF Guide, a request may be made to the JFSC for a derogation, but this may impact on application timings.

Authorisation process for a JPF

In order to establish a JPF, the JFSC’s online JPF form must be completed by the DSP. The relevant consent will be granted in 24 hours provided the JPF meets all the eligibility criteria for a JPF set out in the JPF Guide and the JFSC receives a fully completed JPF form, together with the application fee.

Designated Service Provider

The DSP shall be responsible for:

• making reasonable enquires to ensure that the JPF meets the eligibility criteria, including assessing the status of Professional and Eligible Investors, on an ongoing basis;
• carrying out, and keeping readily accessible records of, due diligence on the promoter of the JPF and the JPF itself and ensuring that the promoter has put in place appropriate measures to ensure all service providers to the JPF are fit and proper;
• ensuring that the JPF, or non-Jersey JPF having its governing body and management and control in Jersey, is complying with all AML/CFT/CPF requirements;
• completing the online JPF form and notifying the JFSC of any material changes to the information supplied; and
• submitting an annual compliance return confirming certain matters in respect of the JPF.

Exemption under the FS Law

The JPF’s Jersey management entity (whether a general partner, managing trustee or manager) should, in most cases (subject to any AIFMD requirements below), be exempt from registration under the FS Law, which will avoid the need for it to apply for regulatory licences or comply with Codes of Practice issued by the JFSC under the FS Law.

AIF Regulations/AIFMD

If a JPF is to be marketed in the EEA/UK:

• the JPF requires a certificate pursuant to the AIF Regulations;
• its manager may need to register to conduct AIFSB under the FS Law, unless it is a ‘sub-threshold’ manager;
• significant owners, directors and certain other officers of the manager not previously approved are required to seek confirmation that the JFSC has no objection to their appointment in relation to the JPF by completing an application on the JFSC’s myProfile system;
• the JPF must have an offer document and comply with the applicable sections of the AIF Code; and
• the application timescale and fee attaching to the relevant AIFMD forms are separate from the 24-hour JPF timescale and fee.

Transitional provisions and conversion

Following the enhancements to the JPF regime in August 2025:

• any private funds established under the ‘very private’, private placement or COBO only fund regimes may apply to the JFSC to convert into a JPF, subject to compliance with the eligibility criteria set out in the JPF Guide;
• JPFs existing before 6 August can apply to the JFSC for an updated relevant consent at any time, but until the new consent is granted, that JPF’s existing consent will continue to have conditions on the number of offers/investors and will also remain subject to the ‘restricted circle of persons’ test under the CIF Law; and
• existing certified funds may be able to convert to a JPF, but this would be on a case-by-case basis. The conversion would involve revocation of its fund certificate issued by the JFSC pursuant to the CIF Law and written confirmation from its investors, including an acknowledgement and acceptance in writing of the JPF investment warning and disclosure statement.

Schedule – definitions of Professional Investors and Eligible Investors

Glossary

AIF an alternative investment fund as defined in the AIF Regulations.

AIF Code the Code of Practice for Alternative Investment Funds and AIFSB issued by the JFSC.

AIF Regulations Alternative Investment Funds (Jersey) Regulations 2012.

AIFMD the European Union’s Alternative Investment Fund Managers Directive.

AIFSB a person carries on AIF services business if its regular business is managing one or more AIFs.

AML/CFT/CPF anti-money laundering, countering the financing of terrorism and countering proliferation financing.

CIF Law Collective Investment Funds (Jersey) Law 1988.

COBO Control of Borrowing (Jersey) Order 1958.

DSP a designated service provider.

EEA European Economic Area.

Eligible Investors see Schedule.

FS Law Financial Services (Jersey) Law 1998.

JFSC the Jersey Financial Services Commission.

JPF Guide the Jersey Private Fund Guide issued by the JFSC.

Professional Investors see Schedule.

Contacts

For further information, please get in touch with your usual Mourant contact or, alternatively, a list of our senior funds team can be found here.