JTC Law Briefing: Major Enhancements to the Jersey Private Fund (JPF) Regime – Effective 6 August 2025

Jersey continues to reinforce its position as a premier jurisdiction for private fund formation with important updates to its Jersey Private Fund (JPF) regime. These enhancements, which became effective from 6 August 2025, make the JPF even more flexible, accessible, and aligned with global fund structuring trends.

In essence, the new changes to the JPF regime offer easier regulatory compliance, reduced costs, faster speed-to-market, broader access to capital and investors, simplified marketing, eligibility for technical listings, and greater flexibility to use LLPs for fund, incentive, and carried interest structures. The removal of a cap on offer and investor numbers also now make JPFs a very appealing option for open-ended funds.

Having been involved in the drafting of the legislative updates to the JPF regime, the team at JTC Law would be pleased to walk you through the updates and what they mean for your fund structuring strategy.

What is a JPF?

Introduced in 2017, the JPF has become a hugely successful and popular fund vehicle, with over 750 funds established to date.

The JPF offers:

• A light-touch regulatory regime ideal for professional or eligible investors
• 24-hour turnaround for regulatory approval
• Broad structural flexibility, including use of Jersey and non-Jersey vehicles
• No requirement for an offering document or audit (unless constitutionally or legally required)
• A cost-effective path for fast market entry

Key Features of a JPF

• Unlimited offers and investors, provided each is a professional or eligible investor under the JPF Guide and the offer remains a private offer (a private offer being an offer made to an identifiable category of persons to whom it is directly communicated by the offeror or its agent, with only persons in that category being able to accept the offer)
• 24-hour fast-track authorisation for complete applications via a regulated Designated Service Provider (DSP)
• Optional listing now permitted for technical listings, with JFSC consent No offering document or audit required unless constitutionally or legally mandated
• Structural flexibility: open- or closed-ended; Jersey or non- Jersey companies, partnerships, LLPs, or trusts
• DSP requirement: a Jersey-regulated DSP handles the application, investor due diligence, and ongoing compliance

As part of the 6 August 2025 improvements, the definition of “Professional Investor” was been expanded to include not only investors previously qualifying under the JPF regime (e.g., institutional, high net worth, carried interest/co-investment vehicles) but also:

• FCA professional clients under the UK Conduct of Business Sourcebook
• SEC accredited investors under Rule 501 of Regulation D (U.S. Securities Act)
• All investors are required to acknowledge the prescribed disclosure and investment warning at commitment

Authorisation Process

1. Core documents: prepared by fund lawyers, manager and DSP (e.g. constitutional docs, investment policy, investor eligibility)
2. DSP submission: A regulated Jersey DSP files the application online. No separate promoter review by the JFSC is required
3. Timing: The JFSC aims to issue consents within 24 hours of complete submission
4. Investor eligibility: All investors must qualify as Professional or Eligible Investors

Transitioning Existing JPFs

• Existing JPFs automatically benefit from the broader investor definition and updated guidance
• To remove the 50-investor limit on existing JPFs, a new JPF COBO consent must be obtained from the JFSC by filing a JPF material change form via the DSP and paying the prescribed fee
• A new JPF can still elect to limit itself to 15 investors in order to use a DSP with any class of FSB or TCB licence (the latter not being available for a JPF with no limit on investor numbers)

Public Funds and Conversions

• Existing public funds (CIFs) and legacy private funds (very private funds, COBO-only funds, private placement funds) can continue under their original regimes
• These may also apply to convert to a JPF under the new regime, subject to eligibility and JFSC approval

Optional Listing

JPFs may now apply to the JFSC for consent to list their interests, including for technical listings. This adds further flexibility without departing from the restricted investor approach.

FS Law Exemptions & AIF Marketing

• A JPF and any Jersey-based manager (GP, trustee, manager) can benefit from exemptions under the FS Law, removing the need for a full financial services business licence for their activities in respect of the JPF.
• If marketed into the EU/UK, the fund is treated as an AIF and must:
  • Obtain an AIF Certificate from the JFSC (and if relevant, an AIF Services Business registration)
  • Comply with relevant provisions of the AIF Code
  • Provide an offer document where applicable

JFSC Fees (As At Date of Briefing)

Why JTC Law?

With deep experience in Jersey fund structuring, we help clients:

• Launch new JPFs under the updated regime
• Transition existing funds to benefit from the new rules
• Navigate compliance with regulatory exemptions, AIFMD, and related requirements
• Work closely with DSPs and the JFSC to streamline authorisations and ongoing operations

Glossary of Defined Terms