Newsroom

Industry News
Friday
17
July 2020

Jersey anticipates fund migration uptick following amendment to Limited Partnership legislation

Jersey Finance has welcomed a new amendment to Jersey’s legislation that will make it significantly easier for managers to migrate limited partnership fund structures to the jurisdiction.

The changes to the Limited Partnership (Jersey) Law 1994, which were approved by Jersey’s government this week to come into force today (17 July), introduce a new statutory basis for limited partnerships, which are frequently used for alternative fund structuring, to be migrated from other jurisdictions, providing greater legal certainty for managers and investors.

Whilst migrating a limited partnership to Jersey has been technically possible in the past, the move brings Jersey in line with the laws of other jurisdictions, making it easier for lawyers to give a clean legal opinion as to the validity of the migration of a limited partnership into Jersey from elsewhere, as the same legal entity.

Commenting on the amendment, Joe Moynihan,CEO, Jersey Finance, said:

“In an increasingly complex global alternative funds environment, managers are increasingly looking at their fund structuring options and indeed, over recent months, our funds industry has reported a rise in interest in Jersey from private equity and other alternative managers wanting to restructure their funds. They are attracted by the sort of stability, expertise, and high-quality service levels Jersey offers, whilst its strong track record in corporate governance, its ability to offer certainty around substance and its ‘whitelisted’ status are all seen as real benefits too.

“This amendment makes it easier for managers to migrate their structures from elsewhere in a quick, cost-effective manner so that they can benefit from Jersey’s ideal alternatives ecosystem. We anticipate a strong uptick in fund relocations following this amendment.”

Tim Morgan, Chair of the Jersey Funds Association added:

“The industry, regulator and government in Jersey have all worked very efficiently together to bring this amendment to fruition impressively quickly. This is a really important development, introducing an express mechanism whereby limited partnerships can migrate to Jersey quickly and seamlessly, and it will undoubtedly prove an attractive proposition for managers who are exploring how they can better navigate the complex environment they operate in. We have already seen a number of enquiries for migrations into Jersey in recent weeks.”

A FAQ about the amendments can be found here.

A factsheet about the migration of foreign limited partnerships to Jersey can be found here.

A new amendment to Jersey’s legislation will make it significantly easier for managers to migrate limited partnership fund structures to the jurisdiction...

JFA News
Thursday
25
June 2020

JFA Annual General Meeting

JFA Annual General Meeting to take place on Friday 17 July 2020

2020 Annual General Meeting

Please be advised the 2020 Jersey Funds Association Annual General Meeting will take place on Friday 17 July commencing at 1.00pm via video call.  Any member who would like to attend the AGM is asked to contact Caroline Harrington at enquiries@jerseyfunds.org to obtain the dial-in details.

Below are links to the associated documents relating to the Annual General Meeting.  Any member interested in joining the Committee is asked to complete and return the nomination form to Caroline Harrington by close of business on Friday 10 July.

2020 AGM Letter to Members

2020 AGM Notice & Agenda

2020 Nomination Form

2019 AGM Minutes

Industry News
Thursday
24
October 2019

Blog: Why managers can rely on Jersey through Brexit

With much uncertainty persisting around the UK’s departure from the EU, Dilmun Leach, partner at JFA member firm Collas Crill, takes a look at why Jersey’s ability to offer continuity and certainty should be music to the ears of non-EU fund managers…

With much uncertainty persisting around the UK’s departure from the EU, Dilmun Leach, partner at JFA member firm Collas Crill, takes a look at why Jersey’s ability to offer continuity and certainty should be music to the ears of non-EU fund managers…

Q: Jersey is outside of the EU – so how is it affected by Brexit?
DL: Jersey is not a member state (or associate member) of the EU and not part of the UK. Jersey has its own government which is elected locally, makes its own laws (including in respect of taxation) and has its own court system.

As far as its relationship with the EU is concerned, Jersey is currently part of the EU Customs Union by virtue of ‘Protocol 3’. When the UK joined the EU (the European Economic Community as it was then) in 1973, it was agreed that Jersey would benefit from the UK's membership of the EU by bringing it, along with the other Crown Dependencies, within the EU Customs Union for the purposes of trade in certain goods (but not services), whilst preserving its autonomy.  This agreement was set out in Protocol 3.  

The Protocol 3 relationship is dependent on the UK remaining a member of the EU and will cease to exist, simultaneously with all other treaty arrangements between the UK and the EU, once the UK's membership of the EU ceases.

Q: Without Protocol 3, how will Jersey trade with the EU?
DL: Jersey is able to market financial services to the EU because those services currently meet the requirements imposed by the EU – that will not change because of Brexit.  Services have always been outside the scope of Protocol 3.

Jersey has also taken steps to ensure continued market access for Jersey investment funds into the UK post-Brexit. Jersey’s financial services regulator, the Jersey Financial Services Commission, has signed a Memorandum of Understanding (MoU) with the UK’s Financial Conduct Authority which ensures Jersey firms can continue to use the UK’s National Private Placement Regime (NPPR) after Brexit.

That MoU will come into effect if EU law no longer applies in the UK, either through a ‘no deal’ Brexit or at the end of any transitional arrangements (that are agreed as part of a negotiated deal) once the UK leaves the EU.

Q: Will anything change for fund managers with Jersey funds and investors in the EU/UK?
DL: In short, no. It is expected to be 'business as usual' for Jersey funds.

As far as the UK is concerned, the MoU signed with the FCA, outlined above, provides certainty that access by Jersey funds and managers to UK investors will continue uninterrupted and irrespective of any Brexit outcome.

In terms of the EU, Jersey is not and has never been part of the EU. Rather, as a third country, Jersey will maintain access to the EU funds markets as a result of agreements between the Jersey Financial Services Commission (JFSC) and financial regulators in 27 of the 31 EEA States.

Q: Will the ‘NPPR’ route to market continue to operate through Brexit?
DL: Jersey funds are currently eligible to be marketed into the EU and EEA in accordance with the provisions of the AIFMD through NPPR, and that will not change.

In fact, NPPR is set to continue to operate for the foreseeable future, with a report undertaken by KPMG for the EU Commission at the end of last year confirming that NPPR is of added value to the EU, works in the interest of investors, and should remain in place. Certainly it’s a route to market that is proven to work well through Jersey – currently, more than 170 managers are marketing in excess of 300 funds into the EU through Jersey in this way.

NPPR permits the marketing of non-EEA alternative investment funds in the EEA, subject to national law and regulation in force in the relevant country.  In addition, certain conditions set out in the AIFMD must be met.  Those conditions include the need for supervisory cooperation agreements to be entered into between the JFSC and regulators in the relevant EEA countries in which the marketing is to take place.  Jersey benefits from cooperation agreements with regulators in 27 out of the 31 EEA countries.

Q: What about passporting?
DL: AIFMD made provision for "third countries" to be granted the same passporting rights as EU member states, subject to certain conditions being met. ESMA published its assessment of potential "first wave" third countries and, along with Guernsey and Switzerland, found that were no significant obstacles to Jersey becoming a third country jurisdiction.

The EU Commission has not yet pressed ahead with the implementation of the third country passporting regime, but the indications are that if and when the regime is put in place Jersey will be amongst the first non-EU countries to be granted passporting rights.  Until then, and potentially beyond it too, NPPR through Jersey will remain a key route to the EU market for non-EU managers.

As far as the ‘rest of the world’ is concerned, AIFMD is not relevant to Jersey funds with a Jersey manager which markets outside the EU/EEA, and these will continue to be subject to the laws of the countries in which the fund is marketed.  

Q: So is Brexit a good thing for Jersey?
DL: It is generally thought that actually Brexit presents opportunities for Jersey in the funds space. Jersey's NPPR remains best in class for accessing EU investors and there may be additional opportunities for Jersey (rather than our EU competitors, such as Luxembourg) to provide structures via which UK investors can invest in UK assets.

In addition, managers in the UK, US and elsewhere may be able to launch funds in a shorter time-frame and with lighter ongoing regulatory requirements than in an EU member state such a Luxembourg.  

On 12 March 2019, the European Council of Finance Ministers confirmed Jersey's status as a transparent and cooperative jurisdiction, and that Jersey's legal substance requirements are considered compliant with EU requirements.  The effect of this is that the European Investment Fund (EIF), being a specialist provider of risk finance for small and medium-sized enterprises across Europe, backed by the European Investment Bank, EU, and a range of public and private banks and finance institutions, confirmed that there is no impediment to the EIF investing in Jersey private equity or venture capital funds, meaning that Jersey funds continue to be open to billions of Euros of potential investments.

Real-life case studies compiled by the JFA to illustrate how NPPR is proving effective in accessing EU investor capital can be found
here.