Further enhancements announced to the Jersey Private Fund regime

Unlimited offers and investors, the broadening of investor categories, 24-hour authorisation and the possibility of listing are the headline changes in the latest update to the Jersey Private Fund regime. 

The Government of Jersey and the Jersey Financial Services Commission (JFSC) have announced the latest developments to the Jersey Private Fund (JPF) regime alongside a number of other initiatives to enhance Jersey's regulatory framework. 

The changes will apply from 6 August 2025 and consist of a new ministerial Order, the Collective Investment Funds (Jersey Private Funds) Order 2025 (the JPF Order) and a further revised version of the Jersey Private Fund Guide (the JPF Guide), building on the updates made a year ago. 

What are the key updates to the JPF regime? 

Unlimited offers / investors

From 6 August, it will be possible for a JPF to make an unlimited number of offers and admit an unlimited number of investors. 

The JPF Order will disapply the existing 50 offer / investor limit provided the relevant fund remains a "private fund" by being offered to a restricted group of investors. This restriction is not a numerical one, but rather requires the offer to be directly communicated to an identifiable category of persons, who are the only persons who may accept it. 

It remains the case that each investor must be a "professional investor" or "eligible investor" as defined in the JPF Guide. 

Broadening of professional investor categories 

The revised JPF Guide will include two additional categories of investors who can participate in a JPF: 

• "professional clients" for UK purposes (per se professional clients or elective professional clients as set out in the Financial Conduct Authority's Conduct of Business Sourcebook) 
• "accredited investors" as defined in Rule 501 of Regulation D published by the US Securities and Exchange Commission 

These two additional categories join the broad base of potential professional, sophisticated and high net worth investors in a JPF, which already included (among others) professional clients for MiFID II purposes. 

The wider definitions will also apply where a JPF is established as a "professional investor regulated scheme", meaning functionaries will be able to rely on the corresponding exemption from the need to be regulated under the Financial Services (Jersey) Law 1998. 

24-hour authorisation

Where the requirements of the JPF Guide are met, a fund will be approved by the JFSC on a streamlined, 24 hour basis. This does not include the issue of any alternative investment fund (AIF) certificate where this is required to facilitate EU / UK marketing. 

Ability to list

A JPF can now be listed, subject to the JFSC's prior consent. In practice, this will primarily accommodate "technical listings", rather than a fully public listing (which would not be consistent with the "restricted group of investors" test above). 

What do I need to do? 

Any new funds receiving their JPF consent on or after 6 August 2025 will automatically benefit from unlimited offers / investors and will not be subject to the 50 limit. 

The only exception is for "very private JPFs", those administered by service providers only holding a trust company business or limited class of fund service business licence. These very private structures will continue to be restricted to 15 offers / investors. 

Any existing JPFs or "legacy" private funds will benefit automatically from the expanded "professional investor" definitions and other JPF Guide updates, but will remain subject to the 50 offer / investor limit. 

They may however elect to "opt in" to benefit from unlimited offers / investors, by filing (via their Designated Service Provider) a request for a new consent under the Control of Borrowing (Jersey) Order 1958 (COBO) to be issued on or after 6 August 2025, which will disapply this restriction. 

Any existing regulated collective investment funds may, on a case-by-case basis, apply to the JFSC to convert to a JPF, provided the fund meets the eligibility criteria under the JPF Guide. In practice, investors would each need to agree to the change by signing the investment warning and disclosure statement set out in the JPF Guide. 

Conclusion 

More than 750 Jersey Private Funds have been established since the regime's introduction in 2017. 

The latest amendments follow significant collaboration between Government, the JFSC, industry bodies and industry participants. The results are a package of further enhancements which will bolster the JPF's reputation as a simple, efficient and flexible solution for the private fund market, and facilitate their increased use in open-ended or evergreen structures. 

For more information about the JPF regime updates, contact one of our dedicated team members below.

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice