Guernsey Private Investment Funds: 2025 updates

Registration under the 2021 PIF Rules

Under the 2021 PIF Rules, there were three alternate routes for a collective investment scheme to be registered as a PIF in Guernsey. Accordingly, a collective investment scheme applying to the Guernsey Financial Services Commission (GFSC) for registration as a PIF was required to fulfil all of the criteria detailed in Schedule 1 of the 2021 PIF Rules for one of the following PIF routes (the 2021 PIF Registration Routes).

POI Licensed Manager PIF – Route 1

This route required the PIF to appoint a Guernsey manager licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 2020. The appointed manager would be responsible for making certain declarations to the GFSC as part of the application process regarding the investors’ ability to sustain any losses incurred on their investment in the PIF at the time they make their investment.

Qualifying Private Investor PIF – Route 2

This route was introduced by the GFSC as an alternative route to registration following the strong support for a PIF model without the requirement for a GFSC-licensed manager to be appointed by the PIF. Each investor in a Route 2 PIF was required to meet the qualifying investor criteria set out in the 2021 PIF Rules, which were designed to ensure that investors in a Route 2 PIF were restricted to suitably sophisticated investors.

Family Relationship PIF – Route 3

The GFSC introduced this route to enable a bespoke private wealth structure to be created as a PIF, requiring a family relationship between investors and no capital raising from investors outside this relationship. 

New registration routes

Under the New PIF Rules, the 2021 PIF Registration Routes have been updated and streamlined (with the concept of "routes" being removed entirely). As such, the new Guernsey PIF regime now provides two new categories of PIF, and all funds applying for registration as a Private Investment Fund must now fulfil all of the criteria set out in Schedule 1 of the New PIF Rules for either a Qualifying PIF or a Family PIF.

Qualifying PIF

This new category, also referred to as QPIF, consolidates the POI Licensed Manager PIF (Route 1) and Qualified Private Investor PIF (Route 2). 

Family PIF

The Family Relationship PIF (Route 3) under the previous 2021 PIF Rules has not been amended or replaced under the New PIF Rules, save that it will now simply be referred to as the "Family PIF" and will no longer be referred to as "Route 3".

The new Guernsey PIF regime provides an updated and improved PIF registration option (QPIF) and retains the bespoke private wealth structure for family investors. 

The New PIF Rules increase the scope of potential investors who are able to invest in a Qualifying PIF. Under the New PIF Rules, a QPIF will be open to: 

• investors who meet the same criteria previously applicable to POI Licensed Manager PIF (Route 1) and Qualified Private Investor PIF (Route 2) under the 2021 PIF Rules 
• the additional categories of investors 

All investors in a QPIF must meet the criteria of being either "Qualifying Private Investors" (QPI) OR "Licensee Admitted Investors".

"Qualifying Private Investor" 

The relevant investor must meet the qualifying criteria consistent with the definition of a "qualifying investor" under the Qualifying Investor Fund (QIF) regime. This means that the investor must:

• be able to evaluate the risks and strategy of investing in a PIF 
• be able to bear the consequences of investment in the PIF, including the possibility of any loss arising from the investment
• meet the definition of either a "Professional investor", "Experienced Investor" or "Knowledgeable Employee", each as defined in the New PIF Rules

"Licensee Admitted Investor"

An investor who, after having made careful and appropriate enquiries is, as far as the manager or the designated administrator has reasonably been able to ascertain, is able to:

• evaluate the risks and strategy of investing in the PIF, and
• bear the consequences of investment in the PIF, including the possibility of a total loss arising from the investment, at the time of its investment, provided that where it is the manager of the PIF making such determination, the manager is a licensee under the law

The applicable process, requirements and criteria to be satisfied with respect to such declarations under the New PIF Rules are the same as those applicable to POI Licensed Manager PIF (Route 1) previously under the 2021 PIF Regime. 

However, unlike the previous position, there is no requirement under the New PIF Rules for a QPIF to appoint a POI Licensed Manager and such appointment is now optional (discussed further below).

High Net Worth Investor

In order to meet the definition of a High Net Worth Investor (HNWI) under the New PIF Rules, the relevant investor must be:

• an individual who has a net worth, or joint net worth with that person’s spouse or civil partner, greater than US$1,000,000 or equivalent excluding that person’s principal place of residence and / or any rights under a contract of insurance
• a person, partnership, or other unincorporated association or body corporate which has assets available for investment of not less than US$1,000,000 (or the equivalent of that amount in another currency)

UK Professional Investor

A professional client within the meaning of the UK Financial Conduct Authority’s Conduct of Business Sourcebook.

EU Professional Investor

A professional client within the meaning of Annex II to Directive 2014 / 65 / EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

US Accredited Investor

An investor who meets the US Securities and Exchange Commission definition of an Accredited Investor in rule 501 of Regulation D – Rules Governing the Limited Offer of Sale of Securities Without Registration Under the Securities Act of 1933.

All investors who have an ultimate economic interest in the QPIF must fit within the definition of a QPI, and any marketing must be specifically targeted only to individual investors who have been identified as QPIs.

The 2021 PIF Rules required all PIFs to appoint an auditor. In addition, under the 2021 PIF Rules, the designated administrator of the PIF had to submit copies of the PIF's audited annual report and accounts to the GFSC no later than six months following the end of the annual accounting period.

The New PIF Rules remove the requirement that a PIF must appoint an auditor. Consequently, PIFs are not obligated to appoint an auditor under the new Guernsey PIF regime, and a PIF may now choose whether or not it wishes to do so.

If a PIF does appoint an auditor, however, the PIF will be subject to additional requirements under the New PIF Rules including that:

• the PIF will be required to appoint an audit firm with a presence in Guernsey, and
• the designated administrator of the PIF will be required to file copies of the audited annual report and accounts with the GFSC within six months following the end of the annual accounting period

If a PIF does not appoint an auditor, it will be required to file copies of the accounts for the PIF (prepared in accordance with the fund's constitutional documents and the law) with the GFSC by no later than six months following the end of the annual accounting period of the PIF.

Under the 2021 PIF Regime, the number of investors permitted for a POI Licensed Manager PIF (Route 1) and Qualified Private Investor PIF (Route 2) was restricted to no more than 50 legal, or natural, persons holding an ultimate economic interest in the PIF. 

Under the New PIF Rules, these restrictions have been completely removed. Accordingly, there is no limit on the number of investors permitted to invest in either a PIF (whether a QPIF or a Family PIF) under the new Guernsey PIF regime.

The New PIF Rules remove the previous restriction limiting the number of offers of units for subscription, sale, or exchange in a Qualified Private Investor PIF (Route 2) to no more than 200 persons. Accordingly, there is no limit on the number of persons that a PIF may be offered to under the New PIF Rules. 

The New PIF Rules do include an additional restriction which provides that a PIF may only be offered to a restricted group of persons meeting the criteria set out in Schedule 1 of the New PIF Rules, and that a PIF may not be subject to an offering to the "general public". 

The exemption from the Prospectus Rules continues.

In light of the above, the GFSC has updated the specific investor acknowledgements which are required to be obtained by the designated administrator. This includes an express prohibition on the use of retail pooling vehicles.

Accordingly, all investors in a QPIF must provide acknowledgements in writing as outlined under Schedule 1 of the New PIF Rules.

The investor acknowledgements must be retained by the PIF’s designated administrator and made available to the GFSC on request.

Otherwise, the general disclosure requirement remains. For completeness, we note that Private Investment Funds remain outside the scope of the Prospectus Rules and Guidance 2021 and, as such, there continues to be no requirement for a PIF to have a prospectus under the New PIF Rules.

Read Schedule 1 of the New PIF Rules:

Private Investment Fund Registration Criteria (Schedule 1)

• The application forms to register a PIF with the GFSC will be available on the new Applications and Authorisations Portal
• Any applications submitted for a PIF License Manager shall be made under the New PIF Rules on the same terms applicable to a POI Licensed Manager PIF (Route 1) previously under the 2021 PIF Rules
• The existing POI Licensed Manager PIFs (Route 1) and Qualified Private Investor PIFs (Route 2) registered with the GFSC will be grandfathered into the new QPIF regime under the New PIF Rules and derogations will be granted by the GFSC where required to maintain compliance
• We note for completeness that the Guernsey PIF regime is available for both open-ended and closed-ended funds