On 23 July 2025 the Government of Jersey and the Jersey Financial Services Commission (JFSC) announced a package of sweeping regulatory reforms to be implemented in the coming months with the singular aim of ensuring Jersey remains one of the best regarded and most accessible jurisdictions for international investors and institutions.
While the reforms touch on a number of areas (and will be the subject of future briefings) many were specifically targeted at further enhancing the Jersey Private Fund regime and, in particular, ensuring it meets the evolving needs of and expectations of global investors, fund managers and promotors.
Jersey Private Funds
Since its introduction in 2017, the Jersey Private Fund (JPF) has become Jersey’s most popular funds product with more than 750 currently registered as against around 600 more tightly regulated collective investment funds.
The JPF provides a lightly regulated fund vehicle for restricted groups of professional or eligible investors, does not require its functionaries or advisers to be regulated in Jersey (other than its Jersey designated service provider) and allows easy access to European markets via national private placement regimes if desired. When compared to similar offerings in other jurisdictions, they are also very quick to establish and offer very competitive pricing.
What is changing?
Pursuant to the Collective Investment Funds (Jersey Private Funds) Order 2025 (Order) and corresponding changes to the Jersey Private Fund Guide (JPF Guide) both of which come into force on 6 August 2025:
No limit on investor numbers
There will no longer be any limit on the number of professional or eligible investors who can invest in a JPF. Instead, offers must be made to an identifiable category of investors (provided those investors are professional investors or eligible investors as defined in the JPF Guide).
Widened definition of ‘professional investor’
While the definition of “professional investor” in the JPF Guide is broad, covering 12 categories of investor including a generic catch-all for those whose ordinary business or professional activity includes, or it is reasonable to expect includes, acquiring, underwriting, managing, holding or disposing of investments or advising on investments, it has now been expanded to expressly include:
- ‘professional clients’ as defined by the UK Financial Conduct Authority’s Conduct of Business Sourcebook; and
- ‘US accredited investors’ as defined by the U.S. Securities and Exchange Commission in rule 501 of Regulation D – Rules Governing the Limited Offer of Sale of Securities Without Registration Under the Securities Act of 1933,
This should simplify dealings with investors from the UK and US, two of Jersey’s closest partners.
24-hour authorisation and simplication of the SBPP
JPF authorisation applications where there are no high-risk factors and all eligibility criteria have been satisfied will now be processed in less than 24 hours. In practice, as a result of the straight through processing offered by the JFSC without any manual intervention, this is often the experience users have already.
Alongside the enhancements to the JPF Guide, the JFSC has revised its policy on sensitive activities, known as the Sound Business Practice Policy, to align with current international standards and risk considerations. As a result, fewer JPF’s should be subject to manual processing and therefore speed through on a streamlined 24-hour service level and accordingly efficiencies are also anticipated for Jersey deal structuring more widely.
Listing may be permitted in certain circumstances
Interests in a JPF may now be listed with the prior consent of the JFSC. While admission to trading on a stock exchange is not compatible with the fundamental requirement of a JPF that offers are made only a restricted circle of persons, a ‘technical listing’ with no active trading, or where fund interests have been ‘privately placed’ with select investors (with no public offering) will now be possible.
What do I need to do?
Any JPF that is established after 6 August 2025 will automatically benefit from the above changes.
Any JPF established before 6 August 2025 will also benefit from the changes but will remain subject to the 50-investor limit which is hard-baked into the consents issued to any JPF prior to 6 August 2025. If any existing JPF wishes to make offers to more than 50 investors, it can apply to the JFSC for a revised consent after 6 August 2025 to remove the cap.
Can I “downgrade” to a JPF?
Any existing collective investment fund which has been issued a certificate (CIF Certificate) under the Collective Investment Funds (Jersey) Law 1988 (CIF Law) can apply to the JFSC to convert to a JPF on a case by case basis as contemplated by the JPF Guide.
How can Appleby help?
Our expert investment funds lawyers advise investment managers, institutional investors, family offices, insurers, administrators, custodians and other financial services providers on offshore funds and the formation, structuring, registration, launch, operation, ongoing management, compliance, insolvency, restructuring, litigation, deregistration and termination of private equity, hedge fund and managed account structures.
The fast-expanding Jersey team is recognised and ranked in the legal directories with Jersey Partner and Head of Department Andrew Weaver and newly recruited Partner Tim Morgan in particular recognised as “Hall of Famers” and leaders in their field.
The Appleby team is also well represented on all fund industry bodies and working groups and is particularly well placed to advise on the latest changes a result of its active involvement with relevant industry bodies including on the JPF working group and on other working groups dealing with current reforms alongside the Government of Jersey and the JFSC.
Should you have any questions, please don’t hesitate to reach out to one of our experts.
