When it comes to structuring a fund, we recognize one size doesn’t fit all. Commercial priorities, wealth planning objectives and changes in regulations are all factors that can have a bearing on what is the right structure for your fund.
What is clear, is fund managers, institutional investors and family offices are increasingly looking for new and better ways to improve efficiencies, flexibility and diversity across their investments. Much of that is being driven by the growing complexities surrounding tax and legal regulations, such as the Base Erosion and Profit Shifting ("BEPS") measures, Place of Effective Management ("POEM") regulations and Controlled Foreign Corporations ("CFCs") regimes, prompting more and more investors to make use of the benefits offered through fund structures.
With relevant licenses in place and extensive experience across our team, we provide a range of structuring solutions that can match your investment strategies and open up new opportunities. They include:
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Segregated Portfolio Companies ("SPCs") in the Cayman Islands, which offer flexible and efficient corporate structures with a range of benefits, including portfolio segregation, limited liability, tax-neutrality, and ease of set-up within a favorable regulatory environment.
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A trio of options in Luxembourg:
- SICARs (Société d'Investissement en Capital à Risque), offering fiscally efficient structures aimed at Venture Capital and Private Equity investments;
- SIFs (Specialised Investment Funds), investment funds aimed at well-informed investors, typically institutional and professional investors, that can be used to invest in all types of assets;
- RAIFs (Reserved Alternative Investment Funds), alternative investment funds managed by an authorized external alternative investment fund manager ("AIFM"). They offer flexibility as they can be structured as a common fund, a corporate fund or as a partnership, and are quick to set up since unlike regulated funds such as SIFs and SICARs, no prior approval is needed from the Commission de Surveillance du Secteur Financier ("CSSF") for a RAIF.
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Variable Capital Company ("VCC") Funds, available in Singapore and Mauritius, which are more recent options that are growing rapidly in popularity because of the flexibility, diversity and protections they can offer.
Open-ended VCC Funds allow investors to enter or exit the fund at any time, and the fund manager can issue or redeem shares to meet investor demands. Closed-ended VCC Funds, by contrast, have a fixed number of shares, and investors can only buy or sell shares during a specific period. Fund VCC Funds can invest in a range of assets such as equities, bonds, and real estate, while corporate VCC Funds are set up for specific purposes such as mergers and acquisitions or joint ventures. What is also proving highly appealing is that VCC Funds offer tax efficiencies by allowing investors to access a wide range of tax treaties.
Amicorp has a Capital Markets Services license with the Monetary Authority of Singapore ("MAS") and a Variable Capital Companies license with the Financial Services Commission in Mauritius, meaning we can manage VCC Funds in both those jurisdictions and provide a range of discretionary and advisory portfolio management services to accredited investors.
| Factors | Mauritius | Singapore | Luxembourg | Cayman Islands |
|---|---|---|---|---|
| Vehicle | VCC | VCC | SICAR, SIF, RAIF | SPC |
| Legal Proceedings | Can sue or be sued in respect of a sub-fund/SPV | Can sue or be sued in respect of a sub-fund/SPV | Can sue or be sued at the umbrella level | Can sue or be sued at the umbrella level |
| Judicial System | Hybrid system; Common law and civil law | Common Law | Civil Law | Common Law |
| Governance [Resident Director] | At least 2 resident directors | At least 1 resident directors | 3 directors | Not required |
| Fund Manager Location | Based in Mauritius | Based in Singapore | Based in EU | Anywhere |
| Administrator/Custodian | Required | Required | Required | Not required |
| Company Secretary/Auditor | Required | Required | Company Sec. not required but Auditor required | Company Sec. not required but Auditor required |
| Setup Timeline | Approximately 8-10 weeks | Approximately 6-8 weeks | Approximately 6-8 weeks | Approximately 8-10 weeks |
| Inward Re-domiciliation | Yes | Yes | Yes | Yes |
| Confidentiality of UBO | Yes | Yes | Yes | Yes |
| NAV Segregation | Yes | Yes | Yes | Yes |
| Asset Protection | Any court order/judgment is restricted to a sub fund or SPV | Any court order/judgment is restricted to a sub fund or SPV | Any recourse could affect the core cell of a sub fund | Any recourse could affect the core cell of a sub fund |
| Regulator | Financial Services Commission | Monetary Authority of Singapore | CSSF | Cayman Islands Monetary Authority |
Our global team has extensive experience across multiple jurisdictions and industries, and committed to delivering tailored solutions to meet your needs. If you would like to find out more about our fund structuring solutions, or want to talk to us about different options, please contact the team here.
