Fund & Investment Structuring

What Is Fund & Investment Structuring?

Fund and investment structuring is the work of choosing the entity that holds investor capital (the vehicle), the regulated entity that runs it (the manager), and the combination of domiciles that satisfies investors, tax counsel and the regulator without over-engineering. The vehicle is the pool: a Cayman Exempted Limited Partnership, a BVI Business Company under SIBA, a Luxembourg SCSp or RAIF, an Irish ICAV, a Panama Sociedad de Inversión Privada. The manager is a BVI Approved Manager, a Cayman registered manager under SIBA, an EU AIFM authorised by the CSSF, the Central Bank of Ireland or the MFSA, or an SEC-registered investment adviser. The two layers are separate, and in most of the funds we structure they sit in different jurisdictions.

For European capital, the perimeter is Directive 2011/61/EU (the AIFMD) and Directive (EU) 2024/927 (AIFMD II), with national transposition deadline 16 April 2026. Article 9 AIFMD sets initial manager capital at €125,000 for an external AIFM and €300,000 for an internally managed AIF, plus 0.02% of AuM above €250 million, capped at €10 million. Sub-threshold managers may register under Article 3 rather than seek full authorisation, but cannot passport. For retail distribution, UCITS and Regulation (EU) 2023/606 (ELTIF 2.0) apply.

The offshore landscape has improved materially. The Cayman Islands exited the FATF grey list on 27 October 2023 and the EU high-risk list in February 2024; Panama left both, the EU list on 9 July 2025; the British Virgin Islands stayed off throughout. All three now run beneficial-ownership transparency regimes aligned with FATF Recommendation 24 and sit inside the OECD CRS network.

The decision is rarely “where to register the fund.” It is “what stack of vehicle, manager, depositary, administrator and distribution wrapper actually closes capital and stays compliant for the life of the fund.” Vehicle domicile is rarely the binding constraint on a launch; manager substance is. The right opening question is not “I want a Cayman fund” but “where does the manager actually run capital from.” We answer that first, then build the stack around it.

Who Needs to Structure a Fund Vehicle?

Five operator profiles drive most of our fund-structuring work. Mapping the profile to the right vehicle-plus-manager stack is the single most consequential decision on any mandate, and it is expensive to revisit later.

Emerging hedge-fund managers. Sub-USD 100 million launches raising from family-office and high-net-worth capital, typically a single long-short or systematic strategy. The problem is reaching a credible first close with minimum cash burn and a manager licence that can scale. The BVI Approved Manager regime paired with a BVI Approved Fund or Incubator Fund is the canonical answer; a Cayman registered manager under SIBA is the alternative where the LP base demands Cayman vehicles.

Institutional private equity, credit and infrastructure sponsors. USD 500 million-plus pools, ten-year closed-ended commitments, institutional LPs (pensions, sovereigns, endowments, insurance). The Cayman Exempted Limited Partnership is the global default vehicle. The manager sits in Luxembourg or Ireland under AIFMD for European LPs, in the US (SEC-registered adviser) for North American LPs, or a mix. Master-feeder and parallel structures are routine.

Tokenised real-world-asset and crypto-native fund issuers. Tokenised treasury funds, on-chain yield products, crypto hedge funds and RWA-collateralised programmes. The work is to combine fund regulation, token issuance, transfer-agency for on-chain shares and, where applicable, MiCA Article 48 e-money token issuance. The market has settled on the BVI Business Company for tokenised offshore funds, with Luxembourg the leading EU domicile for fully tokenised UCITS. We pair this with MiCA CASP and Article 48 permissions through our crypto licensing work where the model needs them.

ELTIF and retail private-markets sponsors. Operators distributing private equity, credit, infrastructure or real estate to European retail and high-net-worth investors under ELTIF 2.0. The vehicle is a Luxembourg SICAV-RAIF or Irish ICAV authorised as an ELTIF, and Luxembourg hosts the majority of the register.

Family offices and Latin American wealth. Single-family vehicles, discretionary regional strategies, founder-liquidity programmes. The Panama 20-investor Sociedad de Inversión Privada is the lowest-friction LatAm-resident vehicle; the BVI Approved Fund is the English-law alternative; the Cayman SPC suits multi-share-class family structures. The friction point is correspondent banking for non-resident operators, which we build into the plan from the start rather than treating as an afterthought.

Where to Structure

We work across three vehicle jurisdictions (BVI, Cayman, Panama). They are not interchangeable, and we match each to your investor base rather than to a default. The matching EU manager domicile (Luxembourg, Ireland or Malta) sits separately on the other side of the AIFMD perimeter.

Vehicle jurisdictions (BVI, Cayman, Panama)

British Virgin Islands is the fastest, lowest-friction offshore fund and manager jurisdiction in 2026. The BVI FSC authorises managers under the Securities and Investment Business Act, 2010 (SIBA) as full Category 4 investment managers, and under the Investment Business (Approved Managers) Regulations 2012 as Approved Managers, where aggregate AuM caps are USD 400 million open-ended and USD 1 billion closed-ended and the manager may commence business 30 days from filing. It is the only offshore jurisdiction where a manager can credibly start within 30 days of filing, which is why most emerging managers go here.

Fund types under SIBA include:

• Private Fund: closed offering or 50-investor cap.
• Professional Fund: minimum subscription USD 100,000.
• Public Fund: retail-eligible authorised fund.
• Incubator Fund (Incubator and Approved Funds Regulations 2015): max 20 investors, USD 20 million AuM, two-year life extendable by one year.
• Approved Fund (same 2015 Regulations): max 20 investors, USD 100 million AuM, no time limit, third-party administrator required.

The Limited Partnership Act 2017 provides a modern LP regime. Corporate tax is zero on offshore-source profits, and the Economic Substance Act 2018 applies to fund management business but not to pure investment funds. Beneficial-ownership filings (covered under Key Requirements below) run via the VIRRGIN platform, with regulated funds exempt from public UBO filing.

Cayman Islands is the institutional default for hedge funds, master-feeder structures and large closed-ended private-equity and credit funds. The CIMA regulates open-ended funds under the Mutual Funds Act (2025 Revision) and closed-ended funds under the Private Funds Act (2025 Revision). Open-ended funds register under one of four Mutual Funds Act sections:

• Section 4(3): minimum subscription USD 100,000.
• Section 4(1)(a): licensed.
• Section 4(1)(b): administered.
• Section 4(4): limited investor, max 15 investors.

The Private Funds Act requires registration within 21 days of accepting commitments, an annual audit by a Cayman-approved firm, valuation procedures, cash monitoring and safekeeping. The workhorse vehicle is the Exempted Limited Partnership under the Exempted Limited Partnership Act (2021 Revision). Corporate tax is none, and investment funds fall within the GloBE “investment fund” Excluded Entity exemption under Pillar Two. The friction point now is banking, not regulation, so we secure correspondent and administrator commitments before filing.

Panama has come back into play for Latin American wealth and single-region strategies. The SMV authorises public investment funds under Decree-Law 1 of 8 July 1999 (the Securities Law, as amended). Private funds fall outside SMV registration under Acuerdo 5-2004 in two variants: the 20-investor private fund needs no SMV registration or notification, and the 50-investor private fund needs notification only. Neither may offer interests publicly in Panama, and investment management requires an Administrador de Inversión licence regardless.

Corporate vehicles available in Panama are:

• Sociedad Anónima (Law 32 of 1927): the standard Panamanian company.
• SRL (Law 4 of 2009): limited-liability company.
• Private Interest Foundation (Law 25 of 1995): heavily used for family-office structuring.

Corporate tax is territorial, 25% on Panama-source income only, with SMV-registered funds and offshore-source returns typically exempt; beneficial ownership runs under Law 129 of 2020 and Executive Decree 13 of 2022 at a 25% threshold. Panama works for LatAm-resident operators with existing Panamanian banking. For non-resident operators the July 2025 EU delisting has not yet translated into improved correspondent banking, and we are candid about that before recommending the route.

EU manager domiciles (Luxembourg, Ireland, Malta)

The matching EU AIFM manager domiciles sit on the other side of the AIFMD perimeter:

• Luxembourg: the largest AIFM hub. The CSSF authorises AIFMs under the Law of 12 July 2013 implementing AIFMD, with AIFMD II transposed via Bill 8628 (published 9 March 2026). The RAIF (Law of 23 July 2016) is the dominant unregulated vehicle.
• Ireland: the Central Bank of Ireland authorises AIFMs and operates a 24-hour fast-track for the QIAIF.
• Malta: the Notified AIF regime with 10-business-day notification, plus the MFSA’s PIF, AIF and UCITS frameworks under a single regulator.

All three transposed AIFMD II by the 16 April 2026 deadline (detail in §Key Requirements below).

Comparison: vehicle jurisdictions

Comparison: manager jurisdictions

Only the BVI Approved Manager carries a regulatory AuM ceiling (USD 400m open-ended, USD 1bn closed-ended); the EU AIFM regimes and the Cayman SIBA registered manager operate without one.

The column the tables cannot show is “investor familiarity”. Cayman is the institutional default for hedge and private-equity LPs; the BVI is the working answer for emerging managers, family offices and tokenised products; Panama is the LatAm regional vehicle for operators with on-the-ground banking. We weigh the vehicle decision against the cost of renegotiating LP side letters later, not the establishment fee: switching from a Cayman ELP to a Luxembourg SCSp mid-marketing forces re-papering of MFN clauses, key-person provisions and parallel-vehicle elections across the investor base, which dwarfs any saving on registration. We get the structure right the first time so you are not unwinding it during a raise.

Key Requirements

Requirements vary by jurisdiction, but seven regimes drive the substantive work in 2026, and we manage each directly as part of the mandate.

AIFMD II is the EU framework. Directive (EU) 2024/927 entered into force 15 April 2024 with national transposition deadline 16 April 2026, amending both the AIFMD and the UCITS Directive. Four changes drive structuring decisions in 2026:

• Loan-origination funds: new Article 15a recognises EU AIFs as bona-fide lenders; 5% risk retention on originated loans transferred; leverage caps under the commitment method (175% NAV open-ended LOFs, 300% NAV closed-ended); no origination solely for onward sale.
• Liquidity management tools: open-ended AIFs and UCITS must select at least two LMTs from a harmonised list (gates, swing pricing, anti-dilution levies, redemption fees, notice periods, redemption in kind, side pockets); MMFs one. Pre-existing funds have until 16 April 2027 to comply.
• Delegation and substance: codified delegable functions, tighter notification, and a minimum of two EU-resident natural persons in full-time employment conducting AIFM business. More functions may be delegated than retained, provided the structure is not a letterbox.
• Depositary passporting: limited national-route authorisation, not a free EU-wide passport.

Transposition is uneven: Luxembourg transposed via Bill 8628 (9 March 2026) and Ireland, Germany and the Netherlands met the deadline, while Portugal, Belgium, France, Italy and Spain remained behind as of May 2026. The common mistake is reading the two-natural-persons rule as a headcount minimum rather than the substance test it is: CSSF and Central Bank of Ireland reviewers look past the employment contract for evidence that the two persons make day-to-day portfolio, risk and compliance decisions on the AIFM’s own account. Letterbox structures that meet the headcount but cannot evidence decision-making fail the Article 20 review. We build the substance to pass that test, not just the paperwork.

ELTIF 2.0 (Regulation (EU) 2023/606) is the retail private-markets channel, applicable since 10 January 2024. It removed the EUR 10,000 minimum-investment threshold and the 10% portfolio cap for retail investors, and eligible-asset categories now include FinTech and digital infrastructure. Luxembourg hosts the majority of the register.

DORA (Regulation (EU) 2022/2554) is the operational-resilience perimeter, applying to AIFMs, UCITS management companies and fund administrators since 17 January 2025. Early supervisory dry-runs showed most firms failing the Register of Information data-quality checks, and the gap shows up immediately on a CSSF or Central Bank of Ireland review. We close it before you file.

AMLA and AMLR are the new EU AML single rulebook. The Anti-Money Laundering Authority became operational in Frankfurt on 1 July 2025; AMLR (Regulation (EU) 2024/1624) and AMLD6 (Directive (EU) 2024/1640) apply from 10 July 2027. AIFMs and UCITS management companies are obliged entities, and we build the AML framework to that standard from day one.

SFDR 2.0 is in trilogue. The baseline is Regulation (EU) 2019/2088 (SFDR) and the Taxonomy Regulation (EU) 2020/852, driving sustainability disclosures for AIFMs and UCITS management companies. The Commission’s November 2025 proposal would replace the de facto Article 8 and Article 9 labelling with three statutory product categories (Transition, ESG Basics, Sustainable), each with a 70% portfolio threshold and mandatory exclusions. We keep your disclosure framework current as this lands.

Beneficial-ownership regimes have converged offshore. The BVI files via the VIRRGIN platform (existing entities by 1 January 2026, public-access regime from 1 April 2026, regulated funds exempt); Cayman runs the Beneficial Ownership Transparency Act 2023 (public access since 28 February 2025; funds may keep a register or appoint a licensed contact person); Panama sets a 25% UBO threshold under Law 129 of 2020 and Executive Decree 13 of 2022. We handle the filings.

Luxembourg Blockchain Law IV (Law of 19 December 2024) is the tokenisation frontier, introducing the control-agent status and expanding the DLT framework to unlisted equity securities, including investment-fund units. The CSSF granted the first control-agent licence in mid-2025. Where a tokenised vehicle issues e-money tokens for subscription or redemption rails, MiCA Article 48 requires the issuer to be a credit institution or an EMI; we run that overlay through our EMI licensing work where the structure needs it.

Regulatory capital is incremental: €125,000 (external AIFM) or €300,000 (internally managed AIF), plus the 0.02% AuM increment above €250 million, capped at €10 million. The BVI Approved Manager and Cayman SIBA registered manager carry no statutory capital. The binding ongoing cost on an EU AIFM stack is rarely the capital or the supervision levy: it is the AIFMD Article 21 depositary fee, which runs 6 to 15 basis points of NAV on Luxembourg and Irish structures, ahead of administrator, audit and legal combined. We flag it early so it is in the model from the start.

How We Deliver

We run fund-structuring mandates on a five-stage workflow built around the two layers. We assess your investor base and commercial model first, recommend the vehicle and manager combination that fits, then run corporate formation, manager authorisation, depositary appointment, administrator onboarding and banking in parallel rather than in series. We work through a controlled network of in-country lawyers, accountants and licensed specialists we deal with directly, alongside our own in-house work, and never hand you to an unverified third party. One accountable firm from first call to first close.

Stage 1: Mapping (weeks 1 to 3). We work backwards from your investor base (EU professional, EU retail, Latin American family, Asian sovereign; US-taxable persons are out of scope) to settle the vehicle and any parallel or feeder architecture, then map the manager side: where the team actually runs capital from and the regulatory perimeter that implies, whether AIFMD for EU professional marketing at scale or a SIBA-registered or Approved Manager for an offshore launch. We do not begin drafting until this map is settled.

Stage 2: Stack design (weeks 3 to 8). We produce a structure paper covering vehicle type, manager licence, depositary, administrator, prime broker or custodian, transfer agent for tokenised products, in-country counsel, auditor, tax counsel and banking. We confirm the AML/CFT framework, beneficial-ownership filings, FATCA/CRS classifications and DORA scope, and test the structure against the due-diligence questions your investors will ask before they ask them.

Stage 3: Establishment (weeks 8 to 24). We incorporate the vehicle and manager, draft and negotiate the LPA or fund documents, subscription agreements, side-letter template, investment management, administration and depositary agreements, and make the regulatory filings (CIMA, BVI FSC, SMV, CSSF, Central Bank of Ireland, MFSA). For tokenised products we appoint the transfer agent and prepare the issuance documentation. We deliver corporate formation through our company formation service and arrange banking through our banking support.

Stage 4: Authorisation (weeks 16 to 48). We file the manager authorisation and deal with the regulator directly: an AIFM file for the CSSF, Central Bank of Ireland or MFSA runs 6 to 12 months from a complete file, a BVI Approved Manager is a statutory 30 days, and Cayman SIBA registration 6 to 12 weeks. We register the vehicle in parallel (CIMA Private Fund within 21 days of commitments, CIMA Mutual Fund 6 to 10 weeks, BVI Approved Fund 4 to 6 weeks, Panama 20-investor fund 4 to 6 weeks). Running manager authorisation and vehicle establishment in parallel rather than in series saves 4 to 8 months on EU mandates.

Stage 5: Go-live and ongoing (week 48 onwards). First close, subscription processing, first NAV, AIFMD Annex IV reporting, SFDR disclosures, the CIMA Fund Annual Return, BVI annual filings and DORA ICT-risk reporting; for tokenised products, primary issuance, secondary-market readiness and on-chain reconciliation. We stay on to monitor the pipeline across the AIFMD II technical standards, ELTIF 2.0 guidance, AMLA measures and the SFDR 2.0 trilogue. AIFMD II is the opening of the EU private-credit story, not its closure: the recognition of EU AIFs as bona-fide lenders, paired with harmonised leverage caps, makes a Luxembourg loan-origination RAIF a cleaner setup than the offshore feeder architectures of the last decade, and we will say plainly when that is the right route for you.

Frequently Asked Questions

Vehicle vs manager

What is the difference between a fund vehicle and a fund manager?

The vehicle holds investor capital and the underlying assets: typically a Cayman Exempted Limited Partnership, a BVI Business Company, a Luxembourg SCSp or RAIF, an Irish ICAV or a Panama Sociedad de Inversión Privada. The manager makes the investment decisions: typically a Cayman registered manager under SIBA, a BVI Approved Manager, an EU AIFM authorised by the CSSF, CBI or MFSA, or an SEC-registered adviser. The two are structurally separate. Vehicle domicile drives investor familiarity, tax neutrality and administrative cost; manager domicile drives regulatory perimeter, substance burden and the ability to market into specific investor populations (EU AIFMD passporting requires an EU AIFM).

Which jurisdiction should I choose for an emerging hedge-fund manager?

For sub-USD 100 million emerging managers raising from friends, family and a handful of professional investors, we usually recommend the BVI Approved Fund paired with the BVI Approved Manager regime, the lowest-friction route we work with. Aggregate AuM caps are USD 100 million (Approved Fund) and USD 400 million open-ended / USD 1 billion closed-ended (Approved Manager). The Approved Manager regime permits commencement of business 30 days from filing, and the Approved Fund requires a third-party administrator but no audit. The cost of getting to a first close is materially lower than any Cayman or EU alternative, which suits a manager building a track record. Where the investor base demands Cayman vehicles, a Cayman registered manager under SIBA is the alternative, and we will say which fits.

EU framework

What does AIFMD II change for funds in 2026?

Directive (EU) 2024/927 (AIFMD II) entered into force 15 April 2024 with national transposition deadline 16 April 2026. Four substantive changes: harmonised rules for loan-origination AIFs under new Article 15a (5% risk retention, leverage caps of 175% NAV open-ended and 300% NAV closed-ended, no origination solely for onward sale); mandatory selection of at least two liquidity management tools for open-ended AIFs and UCITS; tighter delegation and substance (minimum two full-time EU-resident natural persons conducting AIFM business); and limited national-route depositary passporting. Transposition is uneven across Member States. For loan-origination sponsors this is a structural opening: AIFMD II expressly recognises EU AIFs as bona-fide lenders.

Can a BVI or Cayman fund be marketed to EU investors?

Yes, but only through the national private placement regimes (NPPR) under Article 42 AIFMD, Member State by Member State. Some (Germany, Netherlands, Denmark) are accessible with light pre-marketing notifications; others (France, Italy, Spain) impose heavier reverse-solicitation, fee or local-agent requirements. The third-country passport contemplated in Article 67 has never been activated. For active EU distribution at scale, the standard approach is to parallel the offshore fund with a Luxembourg RAIF or Irish QIAIF feeder managed by an EU-authorised AIFM, accepting AIFMD II’s reporting and substance burden in exchange for the passport.

What is an ELTIF and should I launch one?

An ELTIF is a European Long-Term Investment Fund, governed by Regulation (EU) 2015/760 as recast by Regulation (EU) 2023/606 (ELTIF 2.0), applicable from 10 January 2024. ELTIF 2.0 removed the €10,000 minimum-investment threshold and the 10% portfolio cap for retail investors, opened up master-feeder structures and clarified eligible-asset categories (now including FinTech and digital infrastructure). Luxembourg hosts the majority of the register. ELTIFs make sense for sponsors with retail-distribution capability and a multi-year illiquid asset programme; they do not make sense for institutional-only private-credit funds, which run more efficiently as Luxembourg RAIFs under AIFMD II Article 15a.

Domiciles and tokenisation

Is Panama a credible fund domicile after the EU delisting?

Panama exited the FATF grey list on 27 October 2023 and the EU list of high-risk third countries on 9 July 2025. For Latin American family offices and single-region strategies, the 20-investor Sociedad de Inversión Privada under Decree-Law 1 of 1999 (as amended) and Acuerdo 5-2004 remains the most efficient regional vehicle: no SMV registration, no minimum capital, English-language documentation, territorial taxation. The 50-investor variant requires SMV notification. The friction point is correspondent-banking access for non-Panamanian operators, which the July 2025 delisting has not yet resolved materially. For LatAm-resident operators with established Panamanian banking, the regime is back in play.

Do tokenised funds need a different regulatory wrapper?

Tokenisation does not by itself change the regulatory characterisation of the fund. A tokenised share class remains regulated under the underlying fund regime (Mutual Funds Act, Private Funds Act, SIBA, or an EU AIF), with MiCA Article 48 applying only where the vehicle also issues e-money tokens for subscription or redemption rails. A tokenised security (a share, bond or note) is a separate matter: it is a financial instrument sitting outside MiCA under MiFID II, the Prospectus Regulation and the DLT Pilot Regime, or under a local DLT regime, and a generic crypto or CASP licence covers neither. Where the fund is offshore, the BVI Business Company has emerged as the wrapper of choice; for EU distribution, Luxembourg’s Blockchain Law IV (Law of 19 December 2024) introduced the control-agent status, with the CSSF granting the first such licence in mid-2025.

Capital and timeline

What capital do I need under AIFMD?

Article 9 AIFMD requires an external AIFM to hold initial own funds of €125,000 and an internally managed AIF €300,000, plus additional own funds of 0.02% of AuM above €250 million, capped at €10 million total. A quarter of fixed overheads is an alternative floor, and professional indemnity insurance or additional own funds for operational risk apply. Sub-threshold managers may register under Article 3 rather than seek full authorisation, but cannot passport. AIFMD II did not amend the own-funds figures.

How long does it take to launch a fund?

Assuming the manager substance is already in place: BVI Approved Fund 4 to 6 weeks (Approved Manager can commence business 30 days from filing); Cayman Private Fund 4 to 8 weeks (CIMA registration within 21 days of accepting commitments); Cayman Section 4(3) Mutual Fund 6 to 10 weeks; Panama 20-investor Sociedad de Inversión Privada 4 to 6 weeks. EU AIFM authorisation in Luxembourg, Ireland or Malta runs 6 to 12 months for a greenfield manager, the 90-day statutory CSSF/CBI review starting only when the file is complete. Running the manager authorisation in parallel with vehicle establishment, banking onboarding and administrator and depositary appointment is the single largest determinant of go-live; mandates that run these in series take 50 to 100% longer.

Banking & Payments

A company and a licence still need a bank account

Banking is one of our three core services. We help high-risk and regulated businesses open the bank and payment accounts that others refuse: we work directly with EU EMIs, payment institutions and crypto-aware banks, confirm appetite before you apply, and make the introduction. Take it with your company and licence, or on its own.

Explore banking & payments →

Related Services

• Crypto & MiCA Licensing: MiCA CASP authorisation, paired with a tokenised fund wrapper for on-chain real-world-asset issuance
• EMI & Payment Institution Licensing: e-money and payment-institution licensing for fund-services payment overlays and tokenised subscription rails
• Forex Broker Licensing: forex broker licensing where the fund strategy is FX-led
• Offshore Company Formation: BVI, Cayman and Panama vehicle and manager incorporation
• Banking & Payments: operating, subscription and segregated investor-money accounts arranged alongside the structuring