Investors |
Fund users |
Popular with friends and family offerings. |
Popular with high-net-worth Professional Investors. |
Popular with managers looking to make retail offerings. |
Popular with start-up managers (particularly in the fintech sector) who want to keep costs down whilst they build a track record and make the fund viable in the long term. |
Popular with smaller, private offerings or friends using it as a family fund. |
Maximum number of investors |
50 investors (or the invitation to subscribe/ purchase an interest can be made on a private basis only). |
No maximum. |
No maximum. |
20 investors. |
20 investors. |
Minimum investment |
No minimum. |
US$100,000, or its equivalent in any other currency (unless an Exempted Investor). |
No minimum. |
US$20,000, or its equivalent in any other currency. |
No minimum. |
Maximum NAV |
No maximum. |
No maximum. |
No maximum. |
$20 million, or its equivalent in any other currency. |
$100 million, or its equivalent in any other currency. |
Lifetime |
Unlimited. |
Unlimited. |
Unlimited. |
The fund can operate: (a) for two years, with an option to extend for one additional year (with the FSC's prior consent); (b) until it has more than 20 investors; or (c) until the NAV exceeds $20 million.
At the end of this initial period the fund must either: (a) terminate its business; or (b) apply to be converted into an approved fund, a private fund or a professional fund.
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The fund can operate until: (a) it has more than 20 investors; or (b) until the NAV exceeds $100 million.
At the end of this initial period the fund must either: (a) terminate its business; or (b) apply to be converted into a private fund or a professional fund.
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Investor criteria |
Private offers only (no public offers are permitted). However, there is no requirement for the investors to be Professional Investors or Sophisticated Private Investors. |
Only Professional Investors. |
Open to the public. |
Only Sophisticated Private Investors. |
Private offers only (no public offers are permitted). However, there is no requirement for the investors to be Professional Investors or Sophisticated Private Investors. |
Launch |
Timeframe |
Cannot commence business until the FSC issues the relevant licence. Usually completed within 14 business days of the application being made. |
Can commence business 21 days before receiving its licence from FSC, provided that the application for recognition is submitted with FSC within 14 days of its launch. |
Cannot commence business until the FSC issues the relevant licence. Usually completed in six weeks of the application being made. |
Can commence business two days after the application is submitted to the FSC. |
Can commence business two days after the application is submitted to the FSC. |
Offering documents |
Offering memorandum. |
Offering memorandum. |
Prospectus complying with the terms of the Public Funds Code. |
There is no formal requirement for a formal offering memorandum, but if one is not prepared, the investors need to be given a written investment warning. Usually this is in a short form term sheet. |
There is no formal requirement for a formal offering memorandum, but if one is not prepared, the investors need to be given a written investment warning. Usually this is in a short form term sheet. |
Application documents |
Application form, business plan, offering memorandum, compliance manual and constitutional documents. |
Application form, business plan, offering memorandum, compliance manual and constitutional documents. |
Application form, business plan, prospectus, compliance manual, a director application form and constitutional documents. |
Application form, offering memorandum (or term sheet with investment warning), compliance manual and constitutional documents. |
Application form, offering memorandum (or term sheet with investment warning), compliance manual and constitutional documents. |
Functionaries |
Directors |
At least two directors (one must be an individual). There is no BVI residency requirement for directors. |
At least two directors (one must be an individual). There is no BVI residency requirement for directors. |
At least two directors (one must be an individual). There is no BVI residency requirement for directors. |
At least two directors (one must be an individual). There is no BVI residency requirement for directors. |
At least two directors (one must be an individual). There is no BVI residency requirement for directors. |
Fund manager |
Required. |
Required. |
Required. |
Not required. |
Not required. |
Administrator |
Required. |
Required. |
Required. |
Not required. However, many incubator funds still elect to appoint an administrator to help with their AML Policies and FATCA/CRS obligations. The administrator can also independently calculate the NAV, to make it easier to market the fund’s track record to future investors. |
Required. |
Custodian |
Required, but it is possible to apply for an exemption. |
Required, but it is possible to apply for an exemption. |
Required. |
Not required. |
Not required. |
Auditor |
Required, but does not have to be in the BVI. |
Required, but does not have to be in the BVI. |
Required, but does not have to be in the BVI. |
Not required. |
Not required. |
FATCA and CRS officer |
Most funds are likely to qualify as a FFI, so will need to submit FATCA and CRS declarations. Usually this is done by the administrator. |
Most funds are likely to qualify as a FFI, so will need to submit FATCA and CRS declarations. Usually this is done by the administrator. |
Most funds are likely to qualify as a FFI, so will need to submit FATCA and CRS declarations. Usually this is done by the administrator. |
Most funds are likely to qualify as a FFI, so will need to submit FATCA and CRS declarations. Usually this is done by a director if there is no administrator. |
Most funds are likely to qualify as a FFI, so will need to submit FATCA and CRS declarations. Usually this is done by the administrator. |
Authorised representative |
The fund must have an authorised representative in the BVI, to liaise with the FSC and pay its annual FSC fees. We can provide this service, if required. |
The fund must have an authorised representative in the BVI, to liaise with the FSC and pay its annual FSC fees. We can provide this service, if required. |
The fund must have an authorised representative in the BVI, to liaise with the FSC and pay its annual FSC fees. We can provide this service, if required. |
The fund must have an authorised representative in the BVI, to liaise with the FSC and pay its annual FSC fees. We can provide this service, if required. |
The fund must have an authorised representative in the BVI, to liaise with the FSC and pay its annual FSC fees. We can provide this service, if required. |
Registered agent |
The fund must have a registered agent in the BVI, to liaise with the BVI Registry and pay its annual BVI Registry fees. We can provide this service, if required. |
The fund must have a registered agent in the BVI, to liaise with the BVI Registry and pay its annual BVI Registry fees. We can provide this service, if required. |
The fund must have a registered agent in the BVI, to liaise with the BVI Registry and pay its annual BVI Registry fees. We can provide this service, if required. |
The fund must have a registered agent in the BVI, to liaise with the BVI Registry and pay its annual BVI Registry fees. We can provide this service, if required. |
The fund must have a registered agent in the BVI, to liaise with the BVI Registry and pay its annual BVI Registry fees. We can provide this service, if required. |
Ongoing requirements |
Financial statements |
Must submit annual audited financial statements to the FSC each year (within six months of its financial year end). |
Must submit annual audited financial statements to the FSC each year (within six months of its financial year end). |
Must submit annual audited financial statements (together with a director’s certificate and report to investors) to the FSC each year, within six months of its financial year end. |
Must submit financial statements to the FSC every six months (on 31 January and 31 July each year).
The financial statements do not need to be audited, but they do need to comply with IFRS, GAAP (UK, US or Canadian) or such other recognised standards as may be approved by the FSC.
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Must submit annual financial statements to the FSC (within six months of its financial year end).
The financial statements do not need to be audited, but they do need to comply with IFRS, GAAP (UK, US or Canadian) or such other recognised standards as may be approved by the FSC.
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Annual return |
Must submit an annual return to the FSC by 30 June each year. |
Must submit an annual return to the FSC by 30 June each year. |
Must submit an annual return to the FSC by 30 June each year. |
Must submit an annual return to the FSC by 31 January each year. |
Must submit an annual return to the FSC by 31 January each year. |
Economic substance |
Must submit an economic substance declaration each year. |
Must submit an economic substance declaration each year. |
Must submit an economic substance declaration each year. |
Must submit an economic substance declaration each year. |
Must submit an economic substance declaration each year. |
Compliance manual |
Must have a compliance manual that sets out its AML/CTF Policies. |
Must have a compliance manual that sets out its AML/CTF Policies. |
Must have a compliance manual that sets out its AML/CTF Policies. |
Must have a compliance manual that sets out its AML/CTF Policies. |
Must have a compliance manual that sets out its AML/CTF Policies. |
MLRO |
Must appoint a MLRO. Usually, this function is carried out by the administrator. |
Must appoint a MLRO. Usually, this function is carried out by the administrator. |
Must appoint a MLRO. Usually, this function is carried out by the administrator. |
Must appoint a MLRO. |
Must appoint a MLRO. Usually, this function is carried out by the administrator. |
Costs |
Application fee |
US$850 |
US$850 |
US$1,800 – Additional prospectus fee: US$300 |
US$1,800 |
US$1,800 |
Annual renewal fee |
US$1,200 |
US$1,200 |
US$1,800 |
US$1,200 |
US$1,200 |