Jersey legislation for Limited Liability Company (LLC) in force on 14 February 2023,
New Limited Liability Company (LLC) legislation will significantly enhance Jersey's proposition as a leading jurisdiction supporting US alternative fund managers
The law, which enters into force on 14 February, expands Jersey's existing comprehensive suite of private fund vehicles, adding a new structure that is intended to be familiar to US private equity, venture capital and other alternative fund professionals.
- Benefitting from a simple registration process and flexible governance requirements,
- The Jersey LLC, which will have a separate legal personality and can be classed as a 'body corporate',
- Is expected to offer a number of key opportunities, including being used for issuing securities, as a manager vehicle, and as a fund entity in conjunction with the hugely successful Jersey Private Fund (JPF) regime.
The structure also provides certainty for US managers looking to fundraise within the EU, with the Jersey LLC able to market into Europe, subject to the usual fund permissions from the Jersey Financial Services Commission (JFSC), under the Alternative Fund Managers Directive (AIFMD) third country private placement rules.
Elliot Refson, Head of Funds, Jersey Finance, said:
- "Following a period of extensive consultation, the introduction of the Jersey LLC is a significant development for Jersey's funds' sector and bolsters our ability considerably to support US fund managers.
- "The Jersey LLC has been deliberately and specifically developed to be a structure US managers and investors are familiar with, backed up by Jersey's world-class ecosystem for cross-border alternative funds, our leading regulatory framework and our position as a non-EU European time-zone hub.
- "Through the Jersey LLC, US fund managers will now be able to take advantage of seamless marketing into the EU via national private placement regimes, underlining our proposition as the ideal gateway into Europe."
Philip Pirecki, Jersey Finance Lead in the Americas, added: "LLCs are hugely popular in the US private markets space, with advisers, managers, and investors very familiar with the structure. In that light, we see significant opportunity for the Jersey LLC to support their needs.
- "Since opening our office in New York three years ago, we have seen our book of US business increase significantly.
- By adding the LLC structure to our proposition, we are expanding our solutions for the US market even further, as we look to meet the cross-border needs of US managers and sophisticated investors."
The introduction of the Jersey LLC follows a period of sustained growth for Jersey's funds industry in relation to the US market, with funds business from US promoters more than doubling over the past five years.
To learn more about the Jersey LLC, including its key features, access Jersey Finance's factsheet: The Jersey Limited Liability Company https://www.jerseyfinance.je/our-work/the-jersey-limited-liability-company-llc/
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- Modelled on leading LLC regimes, mainly Delaware and Cayman
- Legal personality and option to elect to be a body corporate, benefitting from limited liability
- Flexible governance, as defined in the LLC agreement
- Managers will not be subject to fiduciary duties unless set out in the LLC Agreement, but will be subject to a baseline duty of good faith and with the additional flexibility of a member approval procedure
- No requirement for the inclusion of Jersey resident members or managers (subject to regulatory and economic substance requirements)
- Simple registration process by way of certificate and consent to issue interests from the Jersey Financial Services Commission (JFSC), with the LLC Agreement not publicly available
- Administration services to be provided on establishment and by a person registered under the Financial Services Jersey (FSJ) Law to carry on Trust Company Business (TCB)
- A Jersey LLC can operate as a Jersey Private Fund or as a manager to a Jersey Private Fund
- Subject to the usual JFSC fund permissions, an LLC will be able to market to EU investors under the Alternative Investment Fund Managers Directive (AIFMD) third country private placement rules
- A Jersey LLC will be treated as transparent for domestic tax purposes in Jersey
- The Jersey LLC is not subject to the UK's City Panel Takeover Code
- It can have its securities listed (debt or equity), although not if it is a Jersey Private Fund
- There is a straightforward summary winding up process, based on a solvency statement
What can LLCs be used for?
The main use cases for the Jersey LLC are expected to be:
- Securities Issuing Vehicles
- Jersey Private Funds (JPF)
- Manager to a Securities Issuing Vehicle
- Manager or AIF Manager to a JPF
- A schedule 2 business requiring registration under the Proceeds of Crime (Supervisory Bodies) (Jersey) Law 2008
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