private funds

Who is caught

The instruments indexed here center on Guernsey's Private Investment Fund (PIF) regime, operated by the Guernsey Financial Services Commission (GFSC) under the Protection of Investors (Bailiwick of Guernsey) Law, 2020. The Private Investment Fund Rules and Guidance, 2025 apply to registered collective investment schemes that elect to operate within the PIF regime, and reach the range of service providers connected to such funds.

Funds and persons caught

• PIF categories: A fund enters the regime as either a Qualifying Private Investment Fund (QPIF) or a Family Private Investment Fund (Family PIF), each of which must meet the criteria in Schedule 1 to the 2025 Rules.
• Connected persons: The Rules apply to designated administrators, managers, directors, general partners, corporate trustees, investment advisers and custodians associated with a PIF.
• Family PIFs: Family PIFs carry additional eligibility criteria requiring all investors to share a family relationship or be an eligible employee of the family, and prohibit marketing outside the family group.
• Manager-Led Product AIFs: The Manager-Led Product regime applies to AIFMs under the AIFMD Rules marketing open- or closed-ended Alternative Investment Funds, and to associated prospective licensees such as general partners to limited partnerships, with schemes registered under section 8 and management companies licensed under section 4 of the POI Law.
• Change of designated person: The change of Designated Administrator/Custodian/Trustee guidance applies to authorised and registered open- and closed-ended schemes under the POI Law 2020, expressly including PIFs alongside Qualifying Investor Funds, Registered Collective Investment Schemes and Guernsey Green Funds.

Two discussion papers indexed here (Funds Growth Omnibus and Ancillary Vehicles) explore possible future scope changes, including a statutory licensing exemption for general partners of carried interest and co-investment vehicles linked to Guernsey funds. These are consultative and create no binding scope by themselves.

Sources: Private Investment Fund Rules and Guidance, 2025 · Guidance Note: Applications/Notifications in respect of Manager-Led Product (November 2021) · Change of Designated Person Guidance (November 2021) · Discussion Paper on Ancillary Vehicles (August 2020) · Discussion Paper - Funds Growth Omnibus (July 2020)

Key duties

The core continuing obligations sit in the Private Investment Fund Rules and Guidance, 2025 and fall largely on the designated administrator and the manager. Several filings carry fixed or Commission-agreed deadlines.

Registration and administration

• Registration: A fund must meet the Schedule 1 criteria for a QPIF or Family PIF; the application is made by the manager or designated administrator, must identify the proposed designated administrator, and must be accompanied by the applicable fee.
• Designated administrator: Every PIF must have a designated administrator responsible for administering the scheme in accordance with the principal documents, the Rules, any information particulars and applicable law; functions may be delegated to a competent delegate.
• Management: The manager, or the board of directors where a company scheme has no appointed manager, must manage the scheme in accordance with the principal documents, the Rules, information particulars and applicable law.
• Conflicts of interest: Directors, general partners and corporate trustees must ensure relevant persons transact with the PIF (loans, sales, purchases, stock lending, services) only on arm's length terms, unless the principal documents forbid such arrangements.

Filings and deadlines

• Annual accounts: The designated administrator must submit annual audited or unaudited accounts no later than six months after the end of the PIF's annual accounting period; unaudited accounts are filed via Form 143, pre-populated on the fund's timeline in the Commission's online portal.
• Quarterly return: The designated administrator must submit a quarterly statistical return within the Commission's agreed timeframes.
• Annual notification: The designated administrator must notify the Commission annually of any change to the registration application information, or confirm no change, submitted with the annual accounts.
• Immediate notice: The manager or designated administrator must give immediate written notice of any change of designated administrator or any proposed reconstruction, amalgamation, premature termination, winding up or extension of the PIF's life.

Due diligence and investor protection

• Promoter due diligence: The designated administrator must certify to the Commission that it has performed sufficient due diligence to be satisfied the promoter and/or investment manager are fit and proper (covering integrity, solvency and competence), document its findings, and update that due diligence on a regular basis.
• Good standing: Good standing means the promoter/investment manager and its directors, controllers and senior managers have not, in the past 5 years, been subject to material ongoing disciplinary action by a regulator or professional body, or been convicted of fraud, dishonesty or related financial offences.
• Investor CDD: Each PIF must nominate a POI Law licensed firm, contracted to or connected with the PIF, to be responsible for investor customer due diligence under Schedule 3 to the Proceeds of Crime Law and the Handbook.
• QPIF acknowledgements: All QPIF investors must provide a written acknowledgement in the prescribed form confirming their status and understanding of the reduced regulatory protections, which the designated administrator must retain and produce to the Commission on request.
• Family verification: A Family PIF's designated administrator must declare to the Commission that effective procedures exist to verify all investors are related as family.

Changing a designated person

• No change until confirmed: A change of Designated Administrator or Designated Custodian/Trustee must not take effect until the Commission has formally confirmed the new designation; the current provider remains responsible and the incoming party must not act until then.
• Early contact for PIFs: PIFs (and Guernsey Green Funds) changing their Designated Administrator should contact the Commission at an early stage to determine the applicable warranties and requirements.

Sources: Private Investment Fund Rules and Guidance, 2025 · Change of Designated Person Guidance (November 2021) · Form 143 Explanatory Note re submission of un-audited accounts for a PIF with no auditor · Private Investment Fund Guidance Note (May 2025)

Exemptions and carve-outs

The PIF regime is deliberately lighter-touch, and several relieving provisions appear in the indexed instruments.

• No auditor required: There is no requirement for a PIF to appoint an auditor or to produce information particulars; if an auditor is appointed, it must operate from a place of business in the Bailiwick. Unaudited accounts must still be filed within six months via Form 143. This option to forgo an auditor applies only to PIFs; all other Authorised or Registered schemes must appoint an auditor and submit audited accounts.
• PIF-only manager relief: Where a POI Law licensee acts solely as manager to one or more PIFs and undertakes no other Controlled Investment Business, the Commission will typically dis-apply the Licensees (Conduct of Business) Rules and Guidance 2021 and the Licensees (Capital Adequacy) Rules and Guidance 2021, and exempt it from the section 43(1) POI Law requirement to appoint an auditor and submit audited accounts. Obligations owed to other parties (for example in constitutive documents or other legislation) remain.
• Offer restriction, not exemption: A PIF may only be offered to a restricted group of persons meeting the Schedule 1 criteria and must not be offered to the general public.

Two discussion papers propose future exemptions that are not yet in force: a new exempt person category under section 29 of the POI Law for general partners of limited partnership funds where a commonly-owned, POI-licensed management company performs the managerial function, and a statutory licensing exemption for general partners of carried interest and co-investment vehicles linked to a registered or authorised Guernsey fund, subject to notification to the Commission. Both remain consultative and confer no exemption by themselves.

Sources: Private Investment Fund Rules and Guidance, 2025 · Form 143 Explanatory Note re submission of un-audited accounts for a PIF with no auditor · Private Investment Fund Guidance Note (May 2025) · Discussion Paper on Ancillary Vehicles (August 2020) · Discussion Paper - Funds Growth Omnibus (July 2020)

Enforcement and penalties

The instruments indexed here say little about enforcement, and do not set out specific fine amounts or a general penalty schedule.

• Action on defective declarations: The Commission may take action against licensees for defective or misleading promoter/investment manager due diligence declarations, including exclusion from the fast track regime.
• False information offences: In the change of designated person context, incoming Designated Administrators must be aware of the offences for providing false or misleading information, though the guidance does not quantify any penalty.

Beyond these points, the documents provided do not set out specific penalty provisions or enforcement thresholds for the PIF regime.

Sources: Change of Designated Person Guidance (November 2021) · Private Investment Fund Guidance Note (May 2025)