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Fund & Investment Structuring Last updated:

Fund & Investment Structuring: Vehicles, Managers & Domiciles

Jagelski & Partners helps fund managers and asset originators structure funds and investment vehicles in the British Virgin Islands, Cayman Islands and Panama, paired with EU Alternative Investment Fund Manager authorisation in Luxembourg, Ireland or Malta where the manager needs the EU passport. The commercial model (emerging hedge fund, institutional private equity or credit, AIFMD II loan-origination, tokenised real-world-asset issuance, ELTIF retail distribution, Latin American wealth) is mapped to the vehicle and manager combination that fits target investors and reporting tolerance.

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What Is Fund & Investment Structuring?

Fund and investment structuring is the legal and regulatory exercise of choosing the right entity (the vehicle) to hold investor capital, the right manager to run it, and the right combination of domiciles to satisfy 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 the regulated entity that runs the pool: 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. They live in different jurisdictions in roughly 80% of the funds we structure.

In short: Fund and investment structuring separates the fund vehicle from the fund manager. Vehicle domicile (Cayman, BVI, Panama) drives investor familiarity, tax neutrality and administrative cost. Manager domicile (Cayman SIBA, BVI Approved Manager, EU AIFM in Luxembourg, Ireland or Malta) drives regulatory perimeter, substance burden and the ability to market into specific investor populations. AIFMD II applies from , with harmonised loan-origination rules under new Article 15a and tighter delegation and substance requirements.

For European institutional capital, the regulatory perimeter is Directive 2011/61/EU (the AIFMD) and Directive (EU) 2024/927 (AIFMD II), with national transposition deadline .[1][2] 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 in total own funds. Sub-threshold managers under €100 million leveraged AuM or €500 million unleveraged closed-ended AuM may register under Article 3 rather than seek full authorisation, but cannot passport. For retail distribution, Directive 2014/91/EU (UCITS V) applies, alongside Regulation (EU) 2023/606 (ELTIF 2.0) for long-term retail private-markets distribution.[3][4]

For non-EU vehicle domiciles, the practical landscape narrowed materially through 2024 and 2025. The Cayman Islands exited the FATF grey list on and the EU high-risk third-country list in . Panama exited the FATF grey list on the same date, and was removed from the EU list on via Delegated Act C(2025) 3815.[12][13] The British Virgin Islands remained off both lists throughout. All three have implemented beneficial-ownership transparency regimes broadly aligned with the FATF Recommendation 24 standard, and all three are inside the OECD CRS network.

The page covers the three vehicle jurisdictions covered in practice (the British Virgin Islands, the Cayman Islands and Panama) and references the three EU manager domiciles (Luxembourg, Ireland and Malta) where the manager side of the stack needs to sit. The choice is rarely "where to register the fund." The choice is "what stack of vehicle plus manager plus depositary plus administrator plus distribution wrapper actually closes capital and stays compliant for the life of the fund." That stack is what this page is about. Editorial position: vehicle domicile is rarely the binding constraint on a fund launch. Manager substance is. Operators who lead with "I want a Cayman fund" are answering the wrong question. The right one is "where does the manager actually run capital from."

Who Needs to Structure a Fund Vehicle?

Five operator profiles drive most of the fund-structuring work the firm sees. The mapping from profile to vehicle-plus-manager stack is the single most consequential decision on any fund mandate. It is set in the first three weeks and rarely revisited without significant cost.

In short: five operator profiles drive most fund mandates: emerging hedge-fund managers, institutional private equity, credit and infrastructure sponsors, tokenised real-world-asset and crypto-native fund issuers, ELTIF and retail private-markets sponsors, and family offices and Latin American wealth. Each maps to a different vehicle and manager combination set by strategy and LP base.

Emerging hedge-fund managers. Sub-USD 100 million launches raising from family-office and high-net-worth capital, typically a single fundamental long-short or systematic strategy. The structuring problem is to get to 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 capital pools, ten-year closed-ended commitments, institutional LPs (pensions, sovereigns, endowments, insurance). The Cayman Exempted Limited Partnership is the global default for the vehicle. The manager sits in Luxembourg or Ireland under AIFMD where the LP base is European, in the US (SEC-registered investment adviser) where the LP base is North American, or in a mix where both apply. Master-feeder and parallel structures are routine.

Tokenised real-world-asset and crypto-native fund issuers. Tokenised U.S. Treasury funds, on-chain yield products, crypto hedge funds, RWA-collateralised stablecoin programmes. The structural problem is to combine fund regulation, token issuance, depositary or transfer-agency arrangements for on-chain shares, and (where applicable) MiCA Article 48 e-money token issuance. BlackRock's BUIDL is structured as a BVI Ltd. and crossed USD 1 billion AuM in . It operates across nine blockchains and reached approximately USD 2.9 billion in early 2026.[19][20] Franklin Templeton's OnChain U.S. Government Money Fund (BENJI) is a Delaware statutory trust on multiple chains. Its Luxembourg-domiciled mirror is the first fully tokenised UCITS, launched on Stellar.[21] Coordination with our crypto licensing service handles the parallel MiCA CASP and Article 48 EMT permissions where required.

ELTIF and retail private-markets sponsors. Operators distributing private equity, private 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. 196 ELTIFs were on the ESMA register at , with Luxembourg hosting the majority.[5] Apollo, BlackRock, Blackstone, Partners Group, Pictet and EQT have all launched ELTIFs since the 2023 recast became applicable on .

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 comparable English-law alternative. The Cayman SPC is used for multi-share-class family structures. The friction point is correspondent banking for non-resident operators, which has tightened materially across all three jurisdictions since 2022.

The page assumes the operator already has clarity on the strategy and the LP base. If those two are not settled, jurisdiction selection is premature.

Where to Structure

The three vehicle jurisdictions covered here (BVI, Cayman, Panama) are the three the firm structures into. They are not interchangeable. The matching choice of 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 and lowest-friction offshore fund and manager jurisdiction in 2026. The BVI FSC authorises fund 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. Approved Manager aggregate AuM caps are USD 400 million open-ended and USD 1 billion closed-ended. The application fee is USD 1,200 and the annual fee USD 1,800. The manager may commence business 30 days from filing. As at , 1,167 Approved Managers and 127 full SIBA investment-business licensees were on the FSC register, and 2,155 funds across all categories.[14]

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 (Securities and Investment Business (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. Beneficial-ownership filings via the VIRRGIN platform under the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations 2024 became mandatory for existing entities by . The legitimate-interest public-access regime is operational from , with regulated funds exempt from public filing of UBOs.[15] Corporate tax: zero on offshore-source profits. The Economic Substance Act 2018 applies to fund management business but not to pure investment funds. Practitioner observation: BVI is the only offshore jurisdiction where a manager can credibly commence business within 30 days of filing. For emerging managers, this is structural, not marketing.

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), in force since .[16][17] 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 arrangements. The workhorse vehicle is the Exempted Limited Partnership under the Exempted Limited Partnership Act (2021 Revision). The register held 40,763 active ELPs at year-end 2024. As at year-end 2025, CIMA's Fund Statistics showed 12,876 mutual funds and 17,722 private funds (approximately 30,600 regulated funds), with private-fund registrations up 40% since 2020.[18] CIMA application fee USD 366, annual fee USD 4,268.

The Beneficial Ownership Transparency Act 2023 became effective . Enforcement and the legitimate-interest public-access regime have applied since . Regulated funds may either maintain a BOR or appoint a Cayman-licensed contact person.[22] Corporate tax: none. As of the Cayman Islands has not enacted Pillar Two QDMTT legislation. Investment funds fall within the GloBE "investment fund" Excluded Entity exemption in any event. Practitioner observation: CIMA's investor base is global. Banking is the Cayman friction point now, not regulation. New managers should 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 (the Securities Law, as amended). Private investment funds fall outside SMV registration under Acuerdo 5-2004, in two variants: the 20-investor private fund requires no SMV registration or notification, and the 50-investor private fund requires SMV notification only.[23] Neither may offer participation interests publicly in Panama. Investment management requires an Administrador de Inversión licence regardless of whether the fund is SMV-registered.

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 ): heavily used for family-office structuring.

Beneficial ownership is regulated under Law 129 of and Executive Decree 13 of , with a 25% UBO threshold filed into the Sistema Privado y Único de Registro de Beneficiarios Finales administered by the Superintendence of Non-Financial Subjects.[24] Corporate tax: territorial, 25% on Panama-source income only. SMV-registered funds and offshore-source returns are typically exempt. Editorial position: Panama is a credible regional vehicle for LatAm-resident operators with existing Panamanian banking. For non-resident operators, the EU delisting of has not yet translated into materially improved correspondent banking. Expect 6 to 12 months for the banking system to fully reflect the delisting.

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, with EUR 5.96 trillion AuM across regulated and unregulated funds at end-February 2025 (approximately 71% UCITS, 29% AIFs). The CSSF authorises AIFMs under the Law of implementing AIFMD, with AIFMD II transposed via Bill 8628 (published ). The RAIF (Law of ) is now the dominant unregulated vehicle.
  • Ireland: hosts EUR 5.31 trillion AuM at end-Q3 2025 (+13.5% year-on-year), with 9,254 funds and sub-funds, of which 3,436 Irish AIFs and 5,818 UCITS. The Central Bank of Ireland authorises AIFMs and operates a 24-hour fast-track for the QIAIF.
  • Malta: hosts the Notified AIF regime with 10-business-day notification and the MFSA's PIF, AIF and UCITS frameworks under a single regulator.

All three have transposed AIFMD II by the deadline (with detail in §Key Requirements below).

Comparison: vehicle jurisdictions

JurisdictionRegulatorVehicle typesMin. CapitalTotal Year 1 CostFATF StatusTimelineBest For
British Virgin IslandsBVI FSCApproved Fund / Incubator / Private / Professional / Public / PIF; BC, SPC, LPNone for fund; manager USD 1,200 applicationUSD 1,500 fund + USD 1,800 managerOff both4–6 weeks (Approved Fund)Emerging managers, family offices, tokenised products
Cayman IslandsCIMAMutual Fund §4(3)/(4)/(1)(a)/(1)(b); Private Fund; ELP, EC, SPC, LLCNone; §4(3) USD 100k min subscription per investorUSD 4,268 per fundOff both4–10 weeksInstitutional hedge, PE, credit, master-feeder
PanamaSMV20-investor PIF / 50-investor PIF (notification) / SMV-registered SI / SCR / Private Interest FoundationNone for 20-investor variantLow (USD 1,000+ resident agent)Off both since 4–6 weeks (20-investor)LatAm wealth, family offices, single-region

Comparison: manager jurisdictions

Across the EU AIFM regimes (Luxembourg, Ireland, Malta) and the offshore manager regimes (BVI, Cayman SIBA), only the BVI Approved Manager carries a regulatory AuM ceiling: USD 400m for open-ended funds and USD 1bn for closed-ended (Approved Manager Regulations 2012). The other four operate without a ceiling.

Manager jurisdictionRegimeMin. CapitalEU PassportingTimeline
Luxembourg AIFMFull AIFM (CSSF), AIFMD II transposed€125k external / €300k internalYes6–12 months
Ireland AIFMFull AIFM (CBI), AIFMD II transposed€125k external / €300k internalYes6–12 months
Malta AIFMFull AIFM (MFSA), AIFMD II transposed€125k external / €300k internalYes5–10 months
BVI Approved Manager2012 Regulations, BVI FSCNone (USD 1,200 app)No (NPPR only)30 days statutory
Cayman SIBA registered managerSIBA Registered Person, CIMANoneNo (NPPR only)6–12 weeks

The single most underweighted column in the vehicle table is "investor familiarity", which cannot be rendered in a table cell. As of , Cayman remains the institutional default for hedge and PE LPs. BVI is the working answer for emerging managers, family offices and tokenised products. Panama is the LatAm regional vehicle for operators with existing on-the-ground banking. Experienced sponsors price the vehicle decision against the LP side-letter renegotiation cost, not the establishment fee: switching from a Cayman ELP to a Luxembourg SCSp mid-marketing typically forces re-papering of MFN clauses, key-person provisions and parallel-vehicle elections across the LP base, a six-figure exercise that swamps any saving on the CIMA versus CSSF cost line.

Key Requirements

Fund and investment-vehicle structuring requirements vary by jurisdiction, but seven regimes drive the substantive work in 2026: AIFMD II for EU managers, ELTIF 2.0 for retail private-markets distribution, DORA for operational resilience, AMLA and AMLR for the new EU AML single rulebook, SFDR 2.0 for sustainability disclosure, the three offshore beneficial-ownership regimes, and Luxembourg's Blockchain Law IV for tokenised fund share classes. The depth and enforcement intensity of each varies sharply across the six-jurisdiction sample.

In short: seven regimes drive the substantive work in 2026. AIFMD II (in force from 16 April 2026) reshapes loan-origination, liquidity tools, delegation and depositary rules. ELTIF 2.0 opens retail private-markets distribution. DORA, AMLA and AMLR, SFDR 2.0, the offshore beneficial-ownership regimes and Luxembourg Blockchain Law IV close the perimeter.

AIFMD II is the EU framework. Directive (EU) 2024/927 entered into force with national transposition deadline , amending both the AIFMD and the UCITS Directive.[2] Four substantive changes drive structuring decisions in 2026:

  • Loan-origination funds: new Article 15a AIFMD recognises EU AIFs as bona-fide lenders; mandatory 5% risk retention on originated loans transferred; leverage caps under the commitment method (175% NAV for open-ended LOFs, 300% NAV for closed-ended LOFs); prohibition on origination solely with a view to onward sale. The EU private-credit pipeline through Apollo, Ares, Blackstone, KKR and Carlyle is now publicly disclosing Luxembourg-domiciled LOFs aligned with Article 15a.
  • Liquidity management tools (LMTs): 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 may select one. ESMA submitted draft RTS in autumn 2025. Pre-existing funds have until to comply.
  • Delegation and substance: codification of delegable functions, tighter notification obligations, and a minimum of two natural persons in full-time employment, EU-resident, conducting AIFM business. AIFMs may delegate more functions than they retain provided the structure is not a letterbox.
  • Depositary passporting: limited national-route authorisation, not a free EU-wide depositary passport.

Member-State transposition is uneven: Luxembourg transposed via Bill 8628 published ; Ireland, Germany and the Netherlands met the deadline; Portugal explicitly missed it; Belgium, France, Italy and Spain remained behind as of .[25] The common mistake is reading the new two-natural-persons rule as a headcount minimum rather than the substance test it actually is. CSSF and CBI desk reviewers look past the contract of employment for evidence that the two EU-resident persons make the day-to-day portfolio, risk and compliance decisions on the AIFM's own account. Letterbox structures that satisfy the headcount but cannot evidence decision-making fail the AIFMD II Article 20 delegation review at first authorisation renewal.

ELTIF 2.0 is the retail private-markets channel. Regulation (EU) 2023/606 (ELTIF 2.0) has been applicable since . Commission Delegated Regulation (EU) 2024/2759 of supplements it with RTS on derivatives, redemption policy, LMTs, asset disposal and cost disclosure, in force since .[4] 196 ELTIFs were on the ESMA register at . Luxembourg hosts approximately two-thirds. Scope Group projects EUR 65 to 70 billion AuM by 2027.[5] ELTIF 2.0 removed the EUR 10,000 minimum-investment threshold and the 10% portfolio cap for retail investors. Eligible-asset categories now include FinTech and digital infrastructure.

DORA is the operational-resilience perimeter. Regulation (EU) 2022/2554 has applied to AIFMs, UCITS ManCos and fund administrators since .[6] The Joint ESAs published the first list of 19 designated Critical Third-Party Providers (CTPPs) under Article 31(9) on : Accenture, Amazon Web Services EMEA, Bloomberg, Capgemini, Colt Technology Services, Deutsche Telekom, Equinix (EMEA), Fidelity National Information Services, Google Cloud EMEA, IBM, InterXion HeadQuarters, Kyndryl, LSEG Data and Risk, Microsoft Ireland Operations, NTT DATA, Oracle Nederland, Orange, SAP and Tata Consultancy Services.[7]

Each CTPP must designate an EU coordination entity. Non-compliance attracts periodic penalty payments of up to 1% of average daily worldwide turnover per day of breach (DORA Article 35(8)). Fund administrators relying on any of the 19 are inside DORA's third-party-risk perimeter. Practitioner observation: the ESAs' 2024 dry-run found that only around 6.5% of nearly 1,000 firms tested passed all 116 Register of Information data-quality checks. The gap shows up immediately on a CSSF or CBI review.

AMLA and AMLR are the new EU AML single rulebook. The Anti-Money Laundering Authority became operational in Frankfurt on . Chair Bruna Szego was appointed by Council on , joining AMLA on . Executive Board members Simonas Krėpšta, Rikke-Louise Petersen, Derville Rowland and Juan Manuel Vega Serrano took office on , with fifth and final member Hennie Verbeek-Kusters appointed by Council on (the original German nominee Marcus Pleyer having withdrawn before taking office). Executive Director Nicolas Vasse joined .[8]

The EBA transferred its AML mandates to AMLA on . AMLR (Regulation (EU) 2024/1624) and AMLD6 (Directive (EU) 2024/1640) apply from . Direct AMLA supervision of approximately 40 selected obliged entities (those with cross-border activity in six or more Member States) begins . AIFMs and UCITS ManCos are obliged entities under Article 3 AMLR.

SFDR 2.0 is in trilogue. The current baseline is Regulation (EU) 2019/2088 (SFDR) and the Taxonomy Regulation (EU) 2020/852, which together drive entity- and product-level sustainability disclosures for AIFMs and UCITS ManCos.[10] The Commission published its SFDR 2.0 proposal on , replacing the de facto Article 8 and Article 9 labelling with three statutory product categories (Transition, ESG Basics and Sustainable), each with a 70% portfolio threshold, mandatory exclusions and streamlined disclosures.[9]

Entity-level Principal Adverse Impact disclosures and the entity-level remuneration disclosure are repealed. The "sustainable investment" concept under Article 2(17) is removed. "Do No Significant Harm" is relocated to category-level criteria. Trilogues are expected to conclude in late 2026 or early 2027. Application is expected around late 2028 following an 18-month implementation period. Morningstar Sustainalytics' November 2025 analysis estimates that 56% of EU fund AuM is in Article 8 funds and 2.7% in Article 9 funds today.

Beneficial-ownership regimes have converged offshore. BVI: the Beneficial Ownership Regulations 2024 require filings via the VIRRGIN platform. Existing entities had to file by . The legitimate-interest public-access regime is operational from . Regulated funds are exempt from public filing.[15] Cayman: the Beneficial Ownership Transparency Act 2023 has been in force since . The Legitimate Interest Access Regulations 2024 took effect . CIMA-regulated funds may either maintain a BOR or appoint a Cayman-licensed contact person.[22] Panama: Law 129 of regulated by Executive Decree 13 of ; 25% UBO threshold; sanctions B/.1,000 to B/.5,000 per entity.[24]

Tokenisation is the Luxembourg Blockchain Law IV frontier. The Law of (Blockchain Law IV) introduces the new agent de contrôle (control agent) status, decoupling issuance-account custody from securities-account custody and expanding the DLT framework to unlisted equity securities, expressly including investment-fund units. The CSSF granted the first control-agent licence to Investre on .[26] Franklin Templeton's OnChain U.S. Government Money Fund SICAV launched on Stellar on as the first Luxembourg-domiciled fully tokenised UCITS, following CSSF approval in .[21] Where a tokenised fund vehicle issues e-money tokens for subscription or redemption rails, MiCA Article 48 requires the issuer to be authorised as either a credit institution or an EMI under EMD2. Coordination with our EMI licensing mandate runs this overlay.[11]

Realistic Year-1 all-in cost ranges (May 2026)

Structuring stackVehicleManagerYear-1 all-in (ex regulatory capital)
Institutional PE / creditCayman ELPLuxembourg AIFM (RAIF or SCSp)USD 1.2m – 2.5m
Institutional hedge fundCayman SPC or ELPCayman SIBA registered managerUSD 400k – 800k
Emerging hedge fundBVI Approved Fund / IncubatorBVI Approved ManagerUSD 80k – 180k
Tokenised treasury / RWABVI Professional FundBVI Approved Manager or SIBA managerUSD 200k – 400k
EU private credit (loan-origination)Luxembourg RAIFLuxembourg AIFMUSD 500k – 1.2m
LatAm wealth / family officePanama 20-investor PIFPanama Administrador de InversiónUSD 40k – 80k
EU retail-distributedIrish ICAV (RIAIF) or Luxembourg SICAV (Part II / ELTIF)Irish or Luxembourg AIFMUSD 700k – 1.5m

Regulatory capital is incremental: €125,000 (external AIFM) or €300,000 (internally managed AIF) for any EU manager, plus the 0.02% AuM increment above €250 million capped at €10 million total. BVI Approved Manager and Cayman SIBA registered manager have no statutory regulatory capital. In practice, the binding cost line on an EU AIFM stack is rarely the €125,000 capital or the CSSF supervision levy. It is the AIFMD Article 21 depositary fee, which runs 6 to 15 basis points of NAV on Luxembourg and Irish RAIF and QIAIF structures and is the single largest recurring AuM-linked cost, ahead of administrator, audit and legal combined.

How Jagelski & Partners Helps

Our fund-structuring mandates run on a five-stage workflow adapted to the two-layer (vehicle and manager) nature of fund work. We assess the LP base and commercial model first, recommend the vehicle and manager combination that fits, then sequence corporate formation, manager authorisation, depositary appointment, fund-administrator onboarding and banking placement in parallel rather than in series.

Stage 1: Mapping (weeks 1 to 3). We work backwards from the LP base: US taxable, US tax-exempt, EU professional, EU retail, Latin American family, Asian sovereign. That determines the vehicle (and, where applicable, the parallel/feeder architecture). The manager side is mapped next: where the team actually runs capital from, and what regulatory perimeter that implies. AIFMD for marketing to EU professionals at scale, SIBA-registered or Approved Manager for offshore launches, SEC RIA for US-led. Combinations are routine. Drafting does not begin until this map is settled.

Stage 2: Stack design (weeks 3 to 8). Detailed structure paper covering vehicle type, manager licence type, depositary appointment (for EU vehicles), fund administrator, prime broker or custodian, transfer agent (for tokenised products), legal counsel (Cayman, BVI, Panama, Luxembourg, Irish), auditor, tax counsel, banking. Fees and the Year-1 capital cushion are modelled. AML/CFT framework, beneficial-ownership filings and FATCA/CRS classifications are confirmed, with DORA scope confirmed for EU AIFMs. We test the structure against likely investor due-diligence questions before they are asked.

Stage 3: Establishment (weeks 8 to 24). Incorporation of the vehicle and the manager, drafting and negotiation of the Limited Partnership Agreement or fund documents, subscription agreements, side letters template, investment management agreement, administration agreement, depositary agreement, banking onboarding and regulatory filings (CIMA, FSC, SMV, CSSF, CBI, MFSA). For tokenised products, transfer-agent appointment and token-issuance documentation, plus smart-contract audit if applicable. We coordinate corporate formation through our company formation service at the depth the structure requires, and banking onboarding through our high-risk business accounts workflow.

Stage 4: Authorisation (weeks 16 to 48). Manager authorisation file before the home regulator: AIFM file for the CSSF (Luxembourg), CBI (Ireland) or MFSA (Malta) typically 6 to 12 months from a complete file. BVI Approved Manager approval is a statutory 30 days. Cayman SIBA registration runs 6 to 12 weeks. Vehicle registration in parallel: CIMA Private Fund 21 days post-acceptance, CIMA Mutual Fund 6 to 10 weeks, BVI Approved Fund 4 to 6 weeks, Panama 20-investor PIF 4 to 6 weeks. The single largest determinant of the overall timeline is whether the manager authorisation and the vehicle establishment run in parallel or in series. Parallel 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, CIMA Fund Annual Return, BVI annual filings and DORA ICT-risk reporting (EU AIFMs). For tokenised products, primary issuance, secondary-market readiness and on-chain reconciliation. We remain on retainer for ongoing regulatory monitoring across the AIFMD II RTS pipeline, ELTIF 2.0 ESMA Q&As, AMLA Level-2 measures and the SFDR 2.0 trilogue. Editorial position: AIFMD II is not the closure of the EU private-credit story. It is the opening. The express recognition of EU AIFs as bona-fide lenders, paired with the harmonised leverage caps, makes a Luxembourg loan-origination RAIF a structurally cleaner setup than the Cayman feeder-into-EU-CCO architectures of 2018 to 2024. Operators who delay structuring decisions until "PSD2-style transposition uncertainty" resolves are leaving capital on the table. The framework is settled at the directive level and the transposition is a national-law detail.

A licence without banking access is a certificate on the wall. Fund vehicles need fund-administration banking, depositary or custody accounts, and capital-call subscription accounts, and EU AIFMs additionally need an operating account at the manager level. Jagelski & Partners coordinates banking placement alongside structuring, with pre-qualification across a network of 90+ banking and payment institutions before any formal application. The institutional rates the client sees are the rates the institution applies, with no markup added. See banking for regulated businesses for the full placement model.

For licensing work, Jagelski & Partners is engaged by the client on a fixed-fee or fixed-fee-plus-success basis depending on the mandate. For banking placement coordinated alongside, Jagelski & Partners is paid by the institution, not by the client. We do not mark up institutional banking or EMI pricing, and we do not charge a banking onboarding fee. The institutional rates the client sees on banking and service-provider onboarding documentation are the rates the institution applies.

Frequently Asked Questions

Vehicle vs manager

A fund vehicle is the legal entity that 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. A fund manager is the legal entity that makes investment decisions for the vehicle: typically a Cayman registered manager under SIBA, a BVI Approved Manager, an EU AIFM authorised by the CSSF, CBI or MFSA, or a US-domiciled investment adviser registered with the SEC. 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).

For sub-USD 100 million emerging managers raising from friends, family and a handful of professional investors, the BVI Approved Fund paired with the BVI Approved Manager regime is the lowest-friction route in our practice. 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. Application fees total USD 2,700 plus annual fees of USD 3,300. The Approved Fund requires a third-party administrator but no audit. Year-1 all-in cost is materially lower than any Cayman or EU alternative.

EU framework

Directive (EU) 2024/927 (AIFMD II) entered into force with national transposition deadline . The four substantive changes: harmonised rules for loan-origination AIFs under new Article 15a (5% risk retention, leverage caps of 175% NAV for open-ended LOFs and 300% NAV for closed-ended LOFs, prohibition on origination solely with a view to onward sale); mandatory selection of at least two liquidity management tools from a harmonised list for open-ended AIFs and UCITS; tighter delegation and substance requirements (minimum two full-time EU-resident natural persons conducting AIFM business); and limited national-route depositary passporting. Luxembourg transposed via Bill 8628 (); Ireland, Germany and the Netherlands met the deadline; Portugal explicitly missed it; Belgium, France, Italy and Spain remained behind as of . For loan-origination sponsors this is a structural opening: AIFMD II expressly recognises EU AIFs as bona-fide lenders.

Yes, but only through the national private placement regimes (NPPR) under Article 42 AIFMD, on a Member-State-by-Member-State basis. Each Member State maintains its own NPPR rules; some (Germany, Netherlands, Denmark) are accessible with relatively light pre-marketing notifications, others (France, Italy, Spain) impose materially more burdensome reverse-solicitation, fee or local-agent requirements. The AIFMD third-country passport contemplated in Article 67 AIFMD has never been activated. For active EU retail or professional 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 EU AIFMD II's reporting and substance burden in exchange for the EU passport.

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 . 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). 196 ELTIFs were on the ESMA register at ; Luxembourg hosts the majority. Scope Group projects EUR 65 to 70 billion AuM by 2027. 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

Panama exited the FATF grey list on and was removed from the EU list of high-risk third countries on via Delegated Act C(2025) 3815. 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: the EU delisting is expected to improve but has not yet resolved this materially. For LatAm-resident operators with established Panamanian banking, the regime is back in play.

Tokenisation does not by itself change the regulatory characterisation of the fund. A tokenised share class is a tokenised representation of an interest in a fund vehicle that remains regulated under the underlying fund regime (Mutual Funds Act, Private Funds Act, SIBA, EMD2 for E-Money Tokens under MiCA Article 48).

Where the fund is offshore, the BVI Business Company has emerged as the wrapper of choice: BlackRock's BUIDL is a BVI Ltd. tokenised via Securitize, with assets exceeding USD 2.9 billion across nine blockchains as of early 2026, and Janus Henderson's Anemoy Treasury Fund (JTRSY) is a BVI Professional Fund.

For EU distribution of tokenised fund shares, Luxembourg's Blockchain Law IV (Law of ) introduced the new control-agent status: the CSSF granted the first such licence to Investre on , and Franklin Templeton's OnChain U.S. Government Money Fund SICAV (launched on Stellar in ) is the first Luxembourg-domiciled fully tokenised UCITS.

No, and the distinction decides which regime applies. A tokenised fund unit is a digital representation of an interest in a fund vehicle, so it stays under the fund regime (Mutual Funds Act, Private Funds Act, SIBA, or an EU AIF), which is the structuring this page covers. A tokenised security, a tokenised share, bond or note, is a financial instrument: in the EU it sits outside MiCA under MiFID II, the Prospectus Regulation and the DLT Pilot Regime, and elsewhere under the local securities or bespoke DLT regime, for example Switzerland's DLT Act or the United Kingdom's Digital Securities Sandbox. A generic crypto or MiCA CASP licence covers neither. We scope the fund-tokenisation route here, and the security-token route through the relevant securities regulator, pairing either with crypto custody or exchange permissions only where the operating model needs them.

Capital and reporting

Article 9 of AIFMD requires an external AIFM to hold initial own funds of €125,000. An internally managed AIF must hold €300,000. The AIFM must also hold additional own funds equal to 0.02% of AuM exceeding €250 million, with the total own-funds requirement capped at €10 million. A quarter of fixed overheads operates as an alternative floor. Professional indemnity insurance or additional own funds covering operational risk apply. Sub-threshold managers (under €100 million leveraged AuM or €500 million unleveraged closed-ended AuM without redemption rights for five years) may register rather than seek full authorisation under Article 3 AIFMD, but cannot passport. AIFMD II did not amend the own-funds figures.

For EU AIFMs: AIFMD Annex IV reporting to the home regulator quarterly or annually (depending on AuM and leverage); UCITS reporting; ELTIF reporting under Article 24; SFDR Article 8 and 9 disclosures; DORA ICT-risk reporting since ; AMLR/AMLD6 reporting from . For Cayman: CIMA Fund Annual Return (FAR) within six months of year-end; Cayman Authorised Audit Firm sign-off; Beneficial Ownership filings under BOTA. For BVI: annual filings with the BVI FSC; beneficial-ownership filings via the VIRRGIN platform (existing entities had to file by ; legitimate-interest public-access regime operational from ); annual Economic Substance return for in-scope managers. For Panama: SMV reporting (registered funds); Beneficial-Ownership filings under Law 129 of 2020; FATCA/CRS.

Realistic launch timelines for , 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 (90-day statutory CSSF/CBI review starts only when the file is complete, which is the binding constraint). Sequencing the manager authorisation in parallel with the vehicle establishment, banking onboarding, fund administrator and depositary appointment is the single largest determinant of go-live; mandates that run these in series take 50 to 100% longer.

Structure a fund vehicle and manager stack that actually closes

The cheapest vehicle is rarely the cheapest vehicle. The right structure is the one your LPs subscribe to without renegotiating side letters. Jagelski & Partners maps the commercial model to the vehicle and manager combination that fits target investors, capital position and reporting tolerance, then coordinates the offshore filings, the EU AIFM authorisation (where applicable), the depositary and administrator appointments and the banking onboarding in parallel.

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References

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