Expansion of the scope of the Private Funds regime
The Cayman Islands government has made changes to the Private Funds Law to clarify the treatment of certain structures and to expand registration requirement to others. The key change is an amendment to the definition of a “private fund”.
The expanded definition now explicitly includes any entity that offers, issues or has issued investment interests. Before the change, the Cayman Islands Monetary Authority had made it clear that they viewed the law as capturing entities which were not in an active offering period but some doubt existed in the industry. The change makes it clear that those entities that are not actively offering, or no longer issuing, interests no longer have an argument that they may be exempt on this basis.
There is no longer a requirement that there be a spreading of investment risk, so those entities with a single investment will most likely now be within scope. Lastly, it is now not necessary for the operator of the entity to manage the investments for reward based on its assets, profits or gains. This change is intended to capture the entire multi-fund structure where management fees are only paid at one level.
These changes will primarily impact single investment structures, alternative investment vehicles, master funds and those structures where no fees are paid or fees are only paid at one level. It will also impact those entities that are not engaged in an active sales process and those that have issued investment interests but will no longer do so.
The deadline for registration is 7 August 2020 so if you believe that you now fall within the expanded scope of a “private fund” please contact your usual Harneys representative as soon as possible.
Please see our client alert for more details.