Cayman Islands private equity funds (Private Fund) Setup and Registration Guide

When there is more than one investor, Its purpose is to pool investor funds to diversify investment risks, Day-to-day management power is not in the hands of investors but in the hands of managers, A closed-end fund that issues non-redeemable investment interests, That is, it is fully supervised by the Private Equity Fund Law..

The Cayman Islands offers tax neutral status (no income tax and capital gains tax), No exchange controls, Have a stable judicial system based on common law, And confidentiality is extremely high (protected by the "Confidential Relationship Maintenance Act"), It is the core source of listing entities on Nasdaq and Hong Kong Stock Exchange..

Mainly include 5 form: Exempt Limited Partnership (ELP), Segregated Portfolio Company (SPC), Exempted Corporation (EC), Limited Liability Company (LLC) and Unit Trust (UT). Among them, ELP and SPC are the most popular architectures in the Asian market.

In ELP, Limited partners (LPs) are passive investors. If you participate in the business, you may face the risk of unlimited liability.. However, "safe harbor" provisions allow LPs to assume specific roles (such as approving protocol amendments, Serve on or advise on committees), without losing its limited liability protection.

SPC allows the establishment of numerous sub-funds (SPs) within a single legal entity. Each SP’s assets and liabilities are fully legally segregated, A default by one SP will never affect other SPs. This structure can greatly save the cost of setting up multiple independent funds..

Conditions are extremely relaxed. The authorized share capital of an exempted company is usually 100 US$10,000 or less, No actual payment is required. At least required 1 shareholders and 1 directors, No nationality restrictions, However, a Cayman registered agent and registered office must be provided.

The overall time taken is approx. 6-8 week. Usually divided into three stages: The first stage of setting up a BVI company (2-3 weeks); The second stage is to establish a Cayman fund entity and apply for a tax exemption certificate (3-4 weeks); The third stage is to establish a Hong Kong company for capital circulation (2-3 weeks).

must prepare: Limited Partnership Agreement (LPA) or Articles of Association, Subscription Agreement, Section 9 Statement submitted to the Registrar, and a private placement memorandum (PPM) detailing the investment strategy and risk factors..

IM is mainly responsible for formulating investment strategies and directions, Usually held by Hong Kong 9 The institution responsible for the license or offshore asset management license. FA is equivalent to the operation and maintenance manager, Responsible for fund subscription and redemption, Investor KYC/AML due diligence and issuance of net worth report.

FAR stands for Fund Annual Return (Fund Annual Return). To maintain good standing, Cayman regulated funds must submit audited financial statements and FAR forms to CIMA on time each year, and pay the appropriate FAR fees..

Can. Must be filed by the original closing date (usually within 6 months after the financial year), Such as June 30) before, Submit form FXT-162-22-03 to request an extension through the REEFS system. The extension can be up to three months after the original deadline (e.g. September 30).

For first-time registration of funds, CIMA allows the first audit period to be extended from the date of registration to after the end of the first financial year, The maximum length of time that can be combined and extended is after registration. 18 months, To reduce the audit burden during the start-up period.

According to Article 3 of the Private Equity Fund Law(2)strip, Private equity funds that have never received paid-in capital from investors, No need to submit regular audit exemption requests to CIMA, However, a formal declaration must be submitted to CIMA by law, Confirm that no paid-in capital contribution has been received.

Funds planned to be canceled must cease trading 21 Notify CIMA within days. Remaining period must be submitted (stud period) audited financial statements of. If the liquidation time is long, You can also apply to extend the last audit period beyond the end of the previous fiscal year. 18 months.

Exempt companies or ELPs may apply for tax commitment documents in accordance with applicable laws, Related documents provide statutory commitments on specific direct taxes that Cayman may impose in the future, However, it is not equivalent to absolute tax exemption for investors in other jurisdictions.. The actual tax liability of funds and investors must be combined with the type of entity, source of income, Economic substance and tax residence assessment.

重点比较投资者赎回权, 结构和实际运作, 再按CIMA的私募及共同基金制度确认. 名称或SPC架构不自动决定监管类别.

Fund entity, Investment products and managers are different regulatory targets. Establishing a company or partnership does not automatically complete fund registration, Nor does it automatically confer management or public offering qualifications., should be judged separately.

Can refer to开曼私募基金注册主管机关的监管及申请资料, Check corresponding systems and processing information.

Allowed investor categories should be confirmed first, Sales areas and fundraising methods, Prepare corresponding documents and subscription process. Professional investor products should not be promoted directly to the public without evaluation.

Fund documents should be, Investor rights and applicable regulatory procedures, Assess whether notification is required, Agree or approve. Open and closed structures differ in exit arrangements, Website announcements alone cannot replace formal procedures.

Applicable independence requirements and conflicts of interest should be identified, Clarify valuation method, Cash monitoring, Asset Verification and Supervision Responsibilities. Whether the responsibility can be shared by the same party depends on the systems and controls, It cannot be decided solely by reducing costs.