Private fund domicile: Jersey, Guernsey, Luxembourg, Ireland

Four vehicles top most private fund shortlists. The funds are closed-ended, for professional investors, in private equity, private credit or real assets. The island pair is the Jersey Private Fund (JPF) and the Guernsey Qualifying Private Investment Fund (QPIF). The EU pair is the Luxembourg RAIF in the form of a special limited partnership (SCSp) and the Irish Investment Limited Partnership (ILP). The one neutral industry matrix (AIMA's) is open to members only. Many published rankings still show the JPF capped at 50 investors and the Guernsey PIF on its pre-2025 three-route structure. Both of those facts changed in 2025. The tables here state the rules in force at the last-verified date.

One split governs the comparison. Jersey and Guernsey run a manager-regulated, product-light model. The fund itself is barely regulated, and speed and cost are the selling points. EU access is by national private placement only (AIFMD Article 42, or Article 36 for an EU manager). Luxembourg and Ireland run an AIFM-regulated, product-registered model. The service-provider load and cost are heavier. In return the fund gets the AIFMD marketing passport: the right to market to professional investors in other EU/EEA states through one notification to the home regulator. The Channel Islands cannot offer it today. The passport ends at the EU/EEA border, though. Into the UK, all four vehicles use the same private placement route, so read UK access before the passport decides the domicile.

The full matrix below gives the instrument behind each cell.

The one-line read: Jersey and Guernsey sell speed, low cost and a near-invisible product regime, but reach the EU only by private placement. Luxembourg and Ireland cost more and carry a full service-provider stack, but come with the AIFMD passport. The JPF and the QPIF are now close on the numbers. The choice between the islands turns on adviser relationships and the 2026 Guernsey fee cut, not on the regime.

The 50-investor cap is gone, and which Guide version is current

The cap is the fact most older comparisons get wrong. The Jersey Private Fund Guide took effect on 6 August 2025 and was revised once, on 13 April 2026. The April revision is the current text. The Collective Investment Funds (Jersey Private Fund) (Jersey) Order 2025 replaced the CIF Law's "restricted circle of persons" test, which limited the offer to 50 persons. In its place is a "restricted group of investors" test with no number at all. The offer must be addressed to an identifiable category of persons to whom it is directly communicated, and only those persons may accept. Top-ups and transfers between investors count as part of the original offer.

The 13 April 2026 revision changed almost nothing of substance. Read clause by clause against the July 2025 text, it is mostly punctuation, hyphenation and cross-reference tidy-up. It made two real edits. First, the Part B securitisation and SPV carve-out is simpler. In the July 2025 text it applied only on one of two conditions. One was holding a Registry consent and meeting all the other Article 2 requirements of the Restriction Order. The other was needing no CoBO consent at all. The current text simply excludes any scheme meeting all the requirements of Article 2. Second, the JFSC's "sound business practice policy" became the "sound business policy". A 2025 matrix citing the July 2025 Guide is therefore not wrong on structuring points. It cites a superseded document, which is a lesser problem than being out of date on the law.

Existing JPFs need a new consent

The cap removal is not automatic for existing funds, and it is not an amendment. Part J of the Guide requires an existing JPF to hold a new relevant consent dated on or after 6 August 2025 to rely on the JPF Order. Until it is reissued, the old consent "will continue to have conditions on the number of offers/investors". It stays subject to the 50-person test. A JPF authorised in July 2025 that wants a 51st investor needs a fresh consent, not a variation of the one it holds.

The Control of Borrowing Order is being repealed in phases

The instrument the JPF consent sits under is itself being repealed in stages. The Control of Borrowing (Jersey) Order 1958 was amended by the Control of Borrowing (Jersey) Amendment Order 2026 (R&O.19/2026), in force 13 April 2026. That is the same day the JPF Guide was revised. Phase one narrows the consent requirement, not the fund regime.

• Consent is no longer needed for a Jersey unit trust scheme that is not an investment fund (Article 14(5)).
• Consent is no longer needed for a non-Jersey entity raising money, holding a Jersey bank account or registering in Jersey, unless the entity is an investment fund (Article 14(4)).
• A new "retail investor" definition (Article A1) limits offer and prospectus consent to retail offers.
• The "relevant consent" precondition is removed from the Professional Investor Regulated Scheme and Special Purpose Investment Business exemptions, which widens both as alternatives to a fund.

Consents granted before 13 April 2026 over the descoped categories cease to have effect from that date. Anything done in reliance on them stays valid (Article 14A).

Investment funds stay in. Article 14(6) defines an investment fund to include a collective investment fund under the 1988 Law. It also covers a scheme that would be one but for its units not being offered to the public. That is exactly a JPF. A JPF still needs a CoBO consent today, and phase one does not touch the Part J reconsent point above. The JFSC's notice of 10 March 2026 states that the wider repeal will proceed in phases and will not be completed until 2027, with further guidance during 2026. Two more phases are expected. That matters most to a legacy JPF deciding whether to reconsent now. It would reconsent under a regime with a published end date.

What replaces the consent

The successor regime is set out in a Government consultation, not a JFSC one. The consultation paper Repeal of the control of borrowing framework (July 2025, closed 30 September 2025) gives section 9 to "JPF and legacy funds". On repeal, a JPF's consent becomes void and the JPF Guide "would cease to have a statutory anchor to the COB Framework". JPFs would then be "not formally recognised" and outside the regulatory perimeter (9.3.3 to 9.3.4). The proposed fix is a new class of financial services business under the Financial Services (Jersey) Law 1998, with the working name "private fund services business" (PFSB). A code of practice under Article 19 of that Law would "place the existing JPF Guide on a clear regulatory footing" (9.1.6). The DSP classes would be written into the definition of the services caught (9.5.11). Those are V, U, X and ZG, plus any FSB or TCB class for a JPF of 15 or fewer.

The Government's feedback paper of November 2025 firmed up the intent but not the mechanism. Industry rejected a bare notification regime. In the paper's words, "most respondents stressed that a simple notification to the JFSC would be insufficient and that some form of regulatory approval or 'badge' should be retained" (2.7.1). The options discussed were amending the CIF Law to bring JPFs in, a standalone private funds law, or a public register of private funds (2.7.2). Respondents also discussed a PFSB class under the FSL (2.7.4).

Government did commit to the points that decide whether a fund formed today is affected. It will "migrate existing COBO Consents and Conditions seamlessly into the new framework, avoiding disruption to established structures" (2.7.8.2). It will consider "a clearly defined activity class under the FSL" (2.7.8.3). DSP obligations "will continue to anchor regulatory oversight" (2.7.8.4), and implementation guidance will give firms lead time (2.7.8.5). The consultation paper's drafting note covers existing JPFs with a consent. They should be "deemed to have notified and been authorised by the JFSC under the regime and are therefore considered compliant from the date of the COB Framework's repeal" (9.5.13). It also states the intent that every consent holder keeps good standing "with no action required on their part" (2.1.9).

The open point is therefore narrow. The JPF product is not at risk and no re-grant is intended. The instrument the consent sits under, the name of the permission and the code the DSP works to are still in drafting. Commencement dates are "to be set once transitional guidance is finalised", with a phased implementation envisaged (2.13.6). Two consequences are worth pricing now. Fund documents that recite the CoBO consent by name will need updating during the fund's life. The JPF Order's own cross-reference to the CoBO framework will also be reviewed and amended "to ensure alignment with the final legislative reforms" (2.12.5).

The next step was announced by Jersey Finance on 30 September 2026; no Government or JFSC text was located. Proposed legislation would amend the Control of Borrowing (Jersey) Law 1947 and its Order to remove the remaining COBO consent requirements. It is subject to approval by the States Assembly. The announcement names a new statute, the draft Financial Products and Prospectuses (Jersey) Law 202-. For JPFs, it describes an updated statutory foundation for the existing JFSC approval regime. It proposes no substantive change to the JPF regime, and the JPF Guide would still govern the detail. The draft law itself was not located, so its text, any deeming of consents and the commencement date are open (see To verify).

Who may invest

"Unlimited" does not mean "retail". Every investor must either subscribe at least £250,000 or meet the "professional investor" definition. In August 2025 the definition widened. It now includes a UK FCA professional client under the Conduct of Business Sourcebook and a US accredited investor under Rule 501 of Regulation D. The full definition sits in Annex A, paragraph 1 of the current Guide. It has exactly fifteen limbs, (a) to (o). Among them are these limbs.

• Persons whose ordinary business is acquiring or managing investments (limb a).
• Individuals with net worth above US$1m, excluding their principal residence and any rights under a contract of insurance (limb b).
• Entities with US$1m or more available for investment (limb c).
• A "financially sophisticated employee, director, partner, expert consultant or shareholder" of a relevant service provider who takes the interest as remuneration or incentive (limbs e and f).
• Carried-interest and co-investment arrangements (limb g).
• Governments and public authorities (limb j).
• "Such other natural or legal persons as we may deem appropriate on a case-by-case basis", admitted by the JFSC on application (limb o).

The service-provider limbs test financial sophistication, and they expressly reach partners and outside expert consultants, not only senior staff. That is a wider gate than the "senior employee" wording in older summaries. The JPF opened up to more eligible investors, not to the general public. If you rely on one limb for a specific investor, read that limb in the Guide itself.

Every investor must also acknowledge in writing that it has received and accepted a warning. It is an investment warning and disclosure statement in substantially the same form as Part E of the Guide (Part D.5). The Part E text states that protections for retail investors do not apply and that the investment may involve special risks.

Eligibility is fixed at the time of admittance and survives a later change of status, so a departing employee-investor need not be redeemed. On an involuntary transfer (death, bankruptcy) the transferee need not qualify through the same limb as the transferor. It must still be a professional or eligible investor in its own right (Annex A, para 3.d).

How investors are counted

This is where Jersey and Guernsey genuinely differ. Jersey does not look through. Part F, paragraph 7 of the Guide lets a professional investor, typically a discretionary investment manager, acquire an interest "directly for or on behalf of one or more retail investors". That investor "will be treated as one investor in the relevant JPF and it will not be necessary to look through to the number of underlying investors". The JPF may rely on the intermediary's representation of its own status. Guernsey takes the opposite position (below), and the Jersey rule is what makes a JPF workable behind a platform or a nominee.

The intermediary carries a suitability duty in return. The rule is in Annex A, paragraph 5. The professional investor "must be satisfied that such investment is suitable for the underlying investor, and that the underlying investors are able to bear the economic consequences", including total loss. This fits the no-retail rule: part D.4 bars retail investors "directly or indirectly", except where Annex A paragraph 3 or 5 applies. Paragraph 5 is the express route for indirect retail participation. Several holders do not count at all. They are carry and co-investment vehicles (F.5) and a general partner not committing co-investment capital (F.6). Interests carrying only management or control rights, with no share of profits, do not count either (F.4). Feeder funds are expressly permitted where the feeder's own investors are all professional or eligible (F.8).

The Designated Service Provider and ongoing duties

A JPF needs no depositary, no auditor and no prospectus. It also needs no promoter approval, no personal questionnaires and no compliance with the Code of Practice for Certified Funds. It does need a Designated Service Provider. That is an existing Jersey full-substance entity, not a managed entity, registered for fund services business class V (Administrator), U (Manager), X (Investment Manager) or ZG (Trustee). The DSP declares the JPF Form "complete, true and accurate" and checks eligibility on a continuing basis. It files the Notice of Change or Event within 28 calendar days, and the annual JPF Return by 31 July for the period to 30 June. A "very private" JPF, with 15 or fewer offers and investors, may use a DSP holding any class of FSB or TCB registration.

Two further points sit outside the usual checklist. A JPF may be listed, but only with the prior approval of a JFSC officer, and only for a technical listing or private placement with no active trading. Where a JPF is marketed as investing in sustainable investments, Part L requires disclosure of taxonomy alignment and of the proportion of sustainable investments. It also requires the diligence and benchmarking basis and the limits of the methodology and data.

The JFSC does not publish how many pre-August-2025 JPFs have obtained a new consent. The size of the legacy population still under the 50-offer condition is not public.

The vehicle for the annual compliance confirmations may change. In its note on the 2025 supervisory risk data collection (11 November 2025), the JFSC sets out an option. It is "considering adding the confirmations required in the JPF ACR, usually provided to us in August each year, within the SRDC JPF workbook". That would be considered in 2026 with a view to the 2026 collection. It is framed as under consideration, and no decision had been published as at 2026-08-05. The annual JPF Return is unaffected. The same note puts the fund-statistics cycle on a 30 June reporting date with a 31 July deadline, matching the Guide. Only the route for the compliance confirmations could change, not the obligation.

Approval, fees and EU access

Authorisation is a 24-hour streamlined process on a complete JPF Form plus fee. The Guide notes that this clock is separate from Companies Registry incorporation and from any AIFMD filing. Under the 2026 JFSC Fees Notice (1 January to 31 December 2026), the application fee is £1,895 and the annual fee £1,512. A separate £2,250 registration fee applies where the JPF is also an AIF. The annual fee falls due on 1 January and is pro-rated by twelfths for consents issued mid-year. The JFSC consulted from 29 July 2026 on a general 3.5% increase for 2027. Its feedback paper of 1 October 2026 set the increase at 3.0% instead (JFSC, 1 October 2026). The 2027 JFSC Fees Notice applies from 1 January to 31 December 2027. It sets the JPF application fee at £1,952, the annual fee at £1,557 and the AIF registration fee at £2,318. A separate set of fees applies to registered persons under the Proceeds of Crime (Supervisory Bodies) (Jersey) Law 2008. For a Schedule 2 business that is an AIF or a JPF, the 2027 Notice sets the application, annual and amendment fees at £0. That holds for direct registration and registration through an AMLSP. EU/EEA distribution is by NPPR only (Art 42, or Art 36 for an EU AIFM); there is no passport.

Jersey nexus

Part C states an expectation rather than a rule. The JFSC expects a JPF to have its governing body and its management and control in Jersey. It expects at least one Jersey-resident director on the board of the fund or its governing body. A JPF established offshore with an offshore board is permitted. It triggers a post-authorisation request for more data "to establish the indirect but relevant nexus to Jersey". The director is easy to appoint at formation and harder to add later. Instrument-level detail is on the Jersey Private Fund regime page.

Two routes since 19 May 2025

Guernsey rewrote its regime in the Private Investment Fund Rules and Guidance, 2025. They came into force on 19 May 2025 and revoke the 2021 Rules outright. Existing registrations carried over automatically: former Route 1 and Route 2 funds are treated as QPIFs, and former Route 3 funds as Family PIFs. The three routes became two. The Qualifying PIF (QPIF) merges the former Licensed-Manager and Qualifying-Private-Investor routes. The Family PIF, for family members and eligible employees, is largely unchanged.

What the 2025 Rules changed

The QPIF is open only to Qualifying Private Investors. The categories are professional, experienced, knowledgeable-employee, high-net-worth, UK/EU professional client and US accredited investors. A licensee may also admit an investor whom the manager or administrator judges able to evaluate and bear the risk. The 2025 Rules made three commercially significant changes.

• Investor and offer limits removed. The revoked Private Investment Fund Rules and Guidance (2), 2021 came into force on 1 November 2021. Under them, a Route 1 licensed-manager PIF was capped at 50 legal or natural persons holding an ultimate economic interest. It also had a rolling limit of 30 new ultimate investors in the preceding twelve months (Sch 1, Route 1(a) to (b)). A Route 2 QPI fund was capped at 50 such holders and no more than 200 offers of units for subscription, sale or exchange (Sch 1, Route 2(b) to (c)). The Route 3 family fund had no numeric cap, which is why the Family PIF survived largely unchanged.
• Guernsey-licensed manager made optional. The guidance to rule 3.3 says that "a PIF may, but is not required to, appoint a licensee as manager". That had been the defining Route 1 obligation.
• No information particulars and no audit required. Neither is needed (rule 3.5(1); rule 3.4 guidance). An appointed auditor must operate from a place of business in the Bailiwick (rule 3.4(1)).

Approval stays at 1 business day under the GFSC's fast-track PIF regime. "The Commission will declare the scheme registered in one business day following the receipt of a full PIF application." An incomplete file does not start the clock.

The designated administrator carries the regime

The administrator was not dropped. The PIF Rules 2025 state that "Every PIF must have a designated administrator" (rule 3.1(1)). Every application must identify it, and the GFSC confirms its designation alongside the registration declaration. It carries the ongoing filings: annual notifications, annual reports and accounts, and quarterly statistical returns to the Commission (rules 5.2 to 5.4). The administrator must be Guernsey-licensed. In the Commission's words, "all Guernsey domiciled funds must be authorised by, or registered with, the Commission, and all must be administered by a Guernsey-licensed administrator". A licensed manager, by contrast, is optional. The regulated substance sits with the administrator. Most comparisons omit the quarterly statistical return (rule 5.4), which is an ongoing obligation.

The Investment Vehicles Multi Return

A second administrator return was re-cut in July 2026. The Financial Crime Returns Rules, 2026 were made and came into operation on 17 July 2026, under section 52 of the Protection of Investors Law. Under rule 2.3(1), designated administrators of authorised or registered collective investment schemes, licensed under the PoI Law, "must file an Investment Vehicles Multi Return". The return covers "every scheme they provide designated administrator services to". A QPIF is registered by declaration under section 8 of that Law (PIF Rules 2025, rule 2.3(1)). That is the class the return is defined against, so every QPIF is reported in it. The reporting period is 1 July to 30 June, and the deadline is the following 31 October (rule 2.3(3) to (4)).

The Commission's completion guidance was re-issued on 1 July 2026. It confirms that the return replaces the former "Financial Crime Risk – Intermediary Annual Return" (Form 152). Data is required down to cell, sub-fund, share-class and basket-constituent level. The return "is within scope of penalties for late and inaccurate submissions". The obligation sits on the administrator, not the fund, but the data comes from the fund's investor register. The Commission notes that the amendment reflects "the change in name, content, reporting period, and submission deadline of Form 152" and nothing else. A Guernsey filing calendar built before July 2026 therefore shows the wrong name and the wrong date.

Two investor categories found nowhere else

The individual Professional Investor route requires an initial investment of at least US$100,000. The amount must also be no more than 25% of the individual's investable assets. That adds a suitability test to a monetary threshold. Neither Jersey's £250,000 nor Luxembourg's €100,000 does the same.

The Licensee Admitted Investor route lets a licensed manager or the designated administrator admit an investor who fits no other category. The licensee must have made "careful and appropriate enquiries" that the investor can evaluate the risks and bear a total loss. That delegates a discretionary admission decision to a private firm. Schedule 1 criteria (d) and (e) therefore require a standing declaration to the Commission before the route can be used.

Guernsey looks through to the ultimate investor

Schedule 1 Part A(a) applies to "all investors who have an ultimate economic interest in the fund". The guidance confirms that it looks through intermediate investors. The exception is an investment from a legal entity or arrangement not formed specifically to invest in the QPIF and itself managed or advised by a QPI. A collective scheme or an occupational pension scheme is an example. That entity is treated as the investor in its own right. Carry and co-investment vehicles are not treated as investors at all.

On this point the islands have not converged. Jersey declines to look through an intermediating professional investor (Part F, para 7). Guernsey starts from ultimate economic interest and carves back. If distribution runs through a platform, a nominee or a discretionary manager, that difference decides how each regime counts your investors. A fee comparison does not show it.

The prescribed investor acknowledgment

Guernsey prescribes investor acknowledgment wording in the Rules themselves. Jersey also requires a written acknowledgment of an investment warning in substantially the form in Part E of the JPF Guide (Part D.5); Luxembourg and Ireland prescribe none. Schedule 1 Part A(f) sets out the words every QPIF investor must sign. The investor confirms that it falls within the QPI definition and that retail-grade protections do not apply. It also confirms that there is no regulatory requirement for the fund or its financial statements to be audited, and none for information particulars. The designated administrator must keep the acknowledgments and produce them to the Commission on request (criterion (g)). Allow time for it in the subscription documents.

The Family PIF

The Family PIF route (Part B of the same Rules) has three registration criteria. All investors must "share a family relationship, or be an eligible employee of the family". The PIF "cannot be marketed outside the family group". The designated administrator must declare to the Commission that effective procedures ensure all investors are related as family. An "eligible employee" is an employee of the family who also meets the Qualifying Private Investor definition. Staff can invest alongside the family, but only QPI-grade staff.

The pool of Family PIF administrators widened in October 2025. A designated administrator must be licensed under the Protection of Investors Law. That had kept the role inside the fund-administration sector and away from private-wealth fiduciaries. The Commission now invites applications for a limited POI licence (GFSC, 15 October 2025). The licence is for a firm licensed solely under the fiduciaries law that "wishes to act as the Designated Administrator of a Family PIF". The firm must have "no intention of conducting any other activities which fall within the scope of the POI Law". The holder complies with the POI Law like any other licensee, with certain rules modified for the narrower activity. The annual licence fee is £1,000. The trustee or corporate-services firm that already administers the family's structures can now administer the fund as well. The QPIF is unaffected: a commercial fund still needs a fully POI-licensed administrator.

Fees: the 2026 cut and the 2027 proposal

For 2025 the GFSC PIF application fee was £4,795 (open-ended) or £4,790 (closed-ended), with a £4,235 annual fee. That was materially higher than Jersey. From 1 January 2026 the GFSC cut the PIF application fee to £1,500 and the annual fee to £1,000. The instrument is the Financial Services Commission (Fees and Administrative Penalties) Regulations, 2025 (GFSC investment fees). That undercuts the JPF's headline fees and removes what had been Jersey's clearest price advantage.

The Commission's fast-track PIF page still quotes the 2025 application fees of £4,795 and £4,790, with no effective date and no annual figure. The fees page is the fee-setting surface. The Commission's own 2027 consultation paper also lists £1,500 and £1,000 as the current 2026 PIF fees (Appendix B). The fast-track page is therefore out of date.

The Commission opened a 2027 fees consultation on 3 September 2026, and responses closed on 6 October 2026 (GFSC engagement hub). The consultation paper proposes an overall increase of 4.3% for all fees from 1 January 2027, in line with Guernsey inflation. It also proposes a 17% reduction in 2027 annual fees for the insurance sector. For PIFs, Appendix B proposes an application fee of £1,565 and an annual fee of £1,045. The year before was different. The 2026 fee consultation (8 September 2025) proposed a 3.9% overall increase. Alongside it, it proposed a "rebasing of Private Investment Fund fees aimed at strengthening Guernsey's competitive position in the investment sector". The 2027 paper applies the general uplift to the PIF lines instead. The figures are proposals until the Commission sets the final 2027 fees.

Like Jersey, the QPIF reaches EU/EEA investors by NPPR only, with no passport. The PIF regime needs no depositary, though an EU AIFM marketing it under Article 36 must appoint depositary-function entities. The rule 6.1 definition of "principal documents" does include a "custodian agreement" for company, partnership and other PIF forms. The Rules do not say whether the Commission expects a custodian for any PIF type in practice. Rule-level detail is on the PIF Rules 2025 page.

No product regulator: the AIFM carries the regulation

The RAIF Law of 23 July 2016 answers the islands on speed. The fund is not authorised or supervised by the CSSF at product level, so there is no product-approval queue. Article 39 puts this on the page. The offering document must carry a clearly visible cover-page statement that the fund "is not subject to supervision by a Luxembourg supervisory authority".

The trade-off is structural. Article 4 requires an authorised external AIFM. A RAIF cannot be self-managed and cannot rely on the sub-threshold AIFMD exemption. Article 4 does not require a Luxembourg AIFM. It accepts an AIFM authorised under Chapter 2 of the Luxembourg AIFM Law or one established in another member state within the meaning of AIFMD. A sponsor that already runs an Irish, French or German AIFM can use it for a RAIF instead of setting up a Luxembourg manager. That changes the "full local stack" comparison with Ireland: the depositary, administration and audit must be in Luxembourg, but the AIFM need not be. The sub-threshold AIFM comparison shows where that exemption still works.

The AIFM is the regulatory anchor. It carries the full AIFMD discipline: portfolio and risk management, valuation, depositary oversight, delegation, conflicts and reporting. That is what justifies the absence of CSSF product review, and it gives the fund the full AIFMD marketing passport to professional investors across the EU/EEA.

The SCSp form and the investor test

In private equity, credit and real assets the usual form is the RAIF constituted as an SCSp. That is a special limited partnership: tax-transparent, without legal personality and contractually flexible through the LPA. A RAIF can also take corporate SICAV or SICAF form, or common fund (FCP) form. The SCSp is the partnership route sponsors choose. Article 23 expressly permits a SICAV-RAIF to take that form.

The well-informed investor test in Article 2 has moved. The monetary threshold is €100,000, reduced from €125,000 by the Law of 21 July 2023. The alternative is a written assessment of the investor's expertise, experience and knowledge. A credit institution, investment firm, management company or authorised AIFM may give it. Directors and other persons involved in the management sit outside the test entirely (Art 2(2)).

Depositary, audit and minimum size

Article 5 requires a Luxembourg depositary with a registered office or branch there, which must be a credit institution or investment firm. One carve-out saves real cost. Some funds may instead use a professional depositary of assets other than financial instruments (PDAoFI) under Article 26-1 of the 1993 banking law. The fund must have no redemption rights for five years from the initial investments. Under its core investment policy it must also meet one of two tests (Art 5(3)). It generally does not invest in assets that must be held in custody. Or it generally invests in issuers or non-listed companies to potentially acquire control of them. For a classic closed-ended PE SCSp that changes the depositary quote. Article 43 makes the réviseur d'entreprises agréé mandatory, with no equivalent of the Jersey or Guernsey opt-out.

The island regimes have no minimum size; the RAIF does. Net assets must reach €1,250,000 within 24 months of constitution. Net assets here may also mean subscribed capital plus share premium, or the value of partnership interests. The rule is in Article 32(1) for a Chapter 4 RAIF and Article 25 for a SICAV-RAIF. The Law of 21 July 2023 extended the period from twelve months. If assets fall below two-thirds of the minimum, the directors or managers must put dissolution to the investors. For a fund that raises slowly, or a first-time manager warehousing a single asset, that clock is a real constraint. A JPF, a QPIF and an ILP have no equivalent.

Risk spreading and Circular CSSF 25/901

A RAIF must spread its risks, and no fee table shows it. Article 1(1)(b) defines a RAIF as an undertaking whose sole object is collective investment in assets "with the aim of spreading the investment risks". This is a product-level condition, not a disclosure item. None of the other three regimes imposes it. The law puts no number on it, and the number in common use has been withdrawn.

Circular CSSF 25/901, in force 19 December 2025, repealed Circular 07/309 (pt 51). The 2007 text fixed the familiar 30% single-issuer limit for specialised investment funds. Market practice read it across to RAIFs, because the RAIF Law uses the same risk-spreading wording. The new grid is set by investor type. Where the fund can be marketed to unsophisticated retail investors, the limit is 25% of assets or commitments (pt 8(a)). It applies to one entity or person, one fund or investment vehicle, or one other asset. It is raised to 50% where the fund is reserved to well-informed or professional investors (pt 11), which covers every RAIF. A single infrastructure investment may reach 50% (pt 8(d)), raised to 70% for those funds (pt 11).

The carve-outs make the number workable, and comparisons rarely carry them.

• Sovereign paper. The single-entity limit does not apply to securities issued or guaranteed by an OECD member state, its regional or local authorities, or EU, regional or global supranational bodies (pt 8(a)(i)). A treasury or bridge sleeve is not a concentration problem.
• Target funds. The limit on one target fund or vehicle falls away where comparable or stricter risk-spreading applies at the target's own level, under its sales document or its law (pt 8(a)(ii)). That lets a RAIF be built as a feeder or a fund of funds.
• Linked assets. Assets "whose economic viability is closely linked to the point that these assets form a single economic entity" are not distinct assets (pt 8(a)(iii)). One building, one project or one line counts once.
• Short positions. A short position in securities of one entity may not exceed the same percentage (pt 8(b)).
• Derivatives. They must deliver comparable spreading through their underlying assets. Counterparty risk must be limited by reference to the counterparty's quality and qualification (pt 8(c)). That applies where the risk is not cleared by a clearing institution, or not mitigated by collateral such as a pledge or a transfer of ownership.

Three more mechanics matter when structuring. Where a fund invests through intermediary vehicles, the limits apply to the investments made through them, not the vehicles themselves (pt 10). A holding-company chain does not dilute concentration. Each compartment of a target fund or securitisation undertaking counts as a distinct entity where segregation of liabilities holds (pt 9). The CSSF may also grant further derogations on a duly motivated justification, or impose extra restrictions where the investment policy warrants it (pt 12).

Ramp-up and wind-down periods

The relief that settles most private-fund cases has its own chapter in the circular. The limits need not apply during ramp-up. The sales document may provide for periods in which the investment limits do not yet apply or no longer apply (pt 14). Private investments "generally require more time to negotiate". For a fund making them, the ramp-up period may run up to four years from launch. A fund whose main purpose is UCITS-eligible assets gets twelve months. In exceptional circumstances the period may be extended, in principle by one more year (pt 15). A wind-down period may switch the limits off at the other end for a fund making private investments (pt 16).

The condition throughout is that the fund must not be exposed to excessive risks or conflicts of interest "that had not been previously identified". Idle cash is invested as the sales document provides (pt 17). For a closed-ended PE, credit or infrastructure RAIF with a four-year investment period, that covers most of the fund's investing life. It applies only where the sales document provides for it (pt 14). Writing it in at launch avoids a later amendment.

Does 25/901 bind a RAIF?

Circular 25/901 applies to "all SIFs, SICARs and Part II UCIs" (pt 1). It does not mention the RAIF Law at all, so its application to a RAIF is a read-across, not a rule (see To verify). The read-across is also asymmetric. Several flexibilities in the circular must be justified to and accepted by the CSSF. They are a different calculation basis (pt 7), a derogation from the limits (pt 12) and a ramp-up beyond four years (pt 15). A RAIF has no product authorisation, so there is no confirmed channel for that acceptance; whether the CSSF would consider a request through the RAIF's AIFM is open. The transitional provision in pt 50 is drafted for funds "authorised by the CSSF" before 19 December 2025, which a RAIF is not. The read-across rests on more than habit if the RAIF Law's preparatory works direct that the SIF reading of risk spreading applies where the RAIF Law is silent. That is reported in practitioner guidance but is not a CSSF statement (see To verify). Whether a RAIF can rely on the reliefs that work by drafting the sales document is an interpretation, not a confirmed entitlement. The reliefs that need a regulator's approval are, on their face, unavailable to it. For a genuinely concentrated strategy the clean answer remains the Article 48 risk-capital RAIF, which is exempt from risk spreading.

Formation and the manager's CSSF filing

Timing is a set of filing deadlines after constitution, not an authorisation queue. Where the fund is not formed by notarial deed, its constitution is recorded in one within 5 working days (Art 34(1)). An RESA notice follows within 15 working days (34(2)). Inscription on the list held by the register of commerce and companies follows within 20 (34(3)). Both run from constitution where the fund is formed by notarial deed, otherwise from the recording. They are filing deadlines, not a guaranteed time to market. Later changes are notified within 20 working days (34(3a)). There is no CSSF product-authorisation fee, because there is no authorisation.

"Not authorised" is not the same as "not on the CSSF's books". The filing sits with the manager. Circular CSSF 25/894, dated 27 June 2025 and in force immediately, repealed Circular 15/612. It requires every Luxembourg investment fund manager to complete a form for "every investment fund non-authorised by the CSSF that they undertake to manage". That covers a ManCo15, a registered AIFM and an authorised AIFM. The form goes through the relevant eDesk procedure (s.4).

A RAIF is squarely inside the definition. A "non-authorised AIF established in Luxembourg" is an AIF "which has not been granted prior authorisation by and/or is not subject to the prudential supervision of the CSSF" (s.1.4). Where the fund has compartments, the obligation applies to each new compartment. The form is due "at the latest 10 working days" after the manager starts managing the fund (s.5). The CSSF considers that a manager takes on the role "at the latest" on one of three dates. The first is the signature or effective date of the management agreement, "it being understood that this fund may not yet have been launched". The second is the date of establishment, where the manager is also the managing general partner or shares an initiator with the fund. The third is any other date on which general responsibility for management is shown, legally and factually, to have been conferred on the AIFM. Substantial changes are filed "without delay". The manager has a further 10 working days to report the end of its mandate. The RAIF's speed advantage is real, but the launch still carries a filing. It sits with the AIFM, where the rest of the RAIF's regulation lives.

Subscription tax and the risk-capital RAIF

The annual subscription tax is 0.01% of net assets (Art 46(1)). Art 46(2)(a) matters for a feeder or a fund of funds. Assets held as units in other undertakings for collective investment are exempt where those units have already borne the subscription tax. The tax may have been paid under the RAIF Law, Article 174 of the 2010 UCI Law or Article 68 of the SIF Law. A Luxembourg master-feeder chain is therefore not taxed twice. The Law of 21 July 2023 added a condition. The holding fund must state that value separately in the periodic statements it files with the Registration Duties, Estates and VAT Authority. Without the separate line, the exemption is not claimed.

A risk-capital RAIF under Article 48 sits outside the tax where its constitutive documents state that its exclusive object is investment in risk capital. Such a fund is not required to spread investment risks, by express derogation from Article 1. The price is an annual auditor's report to the Inland Revenue certifying compliance with the risk-capital policy. The real cost of a RAIF sits in the AIFM, depositary, administration and audit lines, not the regulator's invoice.

No regulator or other official source publishes an all-in RAIF set-up or running cost. The AIFM, depositary, central administration and audit lines are commercial quotes that vary by provider and strategy. The Article 34 formation deadlines and the 0.01% subscription tax are the only cost and timing anchors set in law, so price the service stack case by case. Any "typical €X00k" figure is a law-firm estimate, not a rule. No reliable public source gives a time-to-market range for a RAIF either. The binding constraint is AIFM and depositary onboarding, not a regulatory step.

If the AIFM or depositary goes

Watch the two-month replacement clock. The AIFM may resign, be removed, lose its authorisation or become insolvent. If it is not replaced within two months, the directors must ask the District Court within three months to dissolve and liquidate the fund (Art 4(3)). The same mechanic applies to the depositary (Art 5(5)). A RAIF cannot continue without its service providers, so put a succession clause in the LPA. Article-by-article detail is on the RAIF Law page.

AIFMD II in Luxembourg

Luxembourg has transposed AIFMD II. The law of 3 March 2026 was published in the Official Journal on 9 March 2026. It carries Directive (EU) 2024/927 into the AIFM Law, covering delegation, liquidity-management tools, depositary rules and the new loan-origination framework. Leverage of a loan-originating AIF is capped at 175% of NAV if open-ended and 300% if closed-ended. The law applies from the EU-wide deadline of 16 April 2026. The new supervisory-reporting obligations apply from 16 April 2027. A RAIF's AIFM carries all of it, so check the AIFM's implementation, not just the fund documents.

The vehicle, the investor test and the fast-track

The Investment Limited Partnership is Ireland's common-law partnership vehicle. The ILP (Amendment) Act 2020 modernised it to compete with the Cayman and Channel Islands LP for private-markets money. The Central Bank authorises an ILP as a QIAIF (Qualifying Investor AIF). That is a regulated product with a €100,000 minimum subscription and the qualifying-investor test. The investor must be a MiFID professional client, an appraised-expertise investor or a self-certified informed investor. Knowledgeable persons involved in managing the fund may be exempted from the monetary minimum, within the Rulebook's listed categories and with the written certifications it requires.

Authorisation is fast for a regulated product. Under the QIAIF 24-hour fast-track, the application is filed with the AIFM's and depositary's certifications by 5pm on the business day before the proposed authorisation date. The fund is authorised the next business day, and the letter issues by close of business. The parties must already be approved by the Central Bank. Under its authorisation procedure, that covers the general partner, AIFM, depositary and other service providers such as the fund administrator and investment manager.

The Rulebook formally recognises a capital commitment, drawn down in stages as the fund ramps up, as a way to meet the €100,000 minimum. That closes a gap with private-equity practice which Jersey and Guernsey never had. Standing Central Bank guidance adds a further relaxation for umbrellas. In its words, "the aggregate of an investor's investments in the sub-funds… can be taken into account" in meeting the €100,000 floor. The source is Subscriptions into Qualifying Investor AIFs, last revised 3 July 2013. An investor spreading €100,000 across four sub-funds of one umbrella qualifies. The same investor spreading it across four standalone funds does not.

That guidance gives exactly one aggregation rule. It says nothing about nominees, platforms or intermediated subscriptions either way. Luxembourg's well-informed test has the same gap. Neither regime caps investor numbers, so the counting question that separates Jersey and Guernsey does not arise. Neither source states whether the €100,000 threshold is tested at the level of a subscribing nominee, platform or discretionary manager, or at the underlying beneficial investor. Before distributing a RAIF or ILP through an intermediated channel, settle the minimum-subscription treatment rather than assume the Jersey answer applies.

The two-year AIFM runway, read precisely

A QIAIF authorised by the Central Bank on or after 22 July 2013 must have an authorised AIFM within two years of launch. Launch means the close of the initial offer period, or the first closing where there are several (Rulebook ch.2, s.2(i)(1)). The rule opens with a condition. The two years apply "unless it is required by the AIFM Regulations to have an authorised AIFM at an earlier date". They are available only while the manager stays below the AIFMD threshold. Once it crosses, authorisation falls due when the Regulations say, not on the fund's second anniversary. Subject to that, the fund can start under a registered (sub-threshold) AIFM. A Luxembourg RAIF cannot, because Article 4 requires an authorised external AIFM from constitution.

The ILP Act's own conditions are more specific than "an Irish depositary". Section 5(1)(c) requires "a depositary being a person maintaining a place of business in the State". Section 12(1) requires a registered office and a principal place of business in the State. Section 8 makes the Central Bank's authorisation conditional on the general partner being AIFMD-authorised or satisfying the Bank on competence and probity. There is no minimum capital in the Act.

The AIF Rulebook is not the source of any administrator mandate. Read against the July 2026 text, it nowhere requires a Qualifying Investor AIF to appoint one. It refers to a "fund administration company" only in the replacement-of-third-parties provisions (ch.2, s.2(iv)), which assume an appointment rather than require it. A mandate could arise elsewhere, under the AIFM Regulations' delegation conditions or as a condition in the fund's letter of authorisation. The Rulebook states that the letter holds the definitive rules for each fund. Appointing an authorised administrator is universal market practice either way.

What a registered or non-EU AIFM still carries

The runway does not defer the rest of the stack. Parts III and IV of Chapter 2 set out what a QIAIF carries while its manager is a registered (sub-threshold) AIFM or a non-EU AIFM. The load is substantial.

• Depositary. The registered AIFM must appoint a single depositary under Regulation 22(1) of the AIFM Regulations (Part III, para 3). The Irish depositary is a day-one cost whether or not the manager is authorised. A JPF or QPIF under a sub-threshold manager has no depositary at all.
• AIFM Regulations. Named provisions apply: general principles (reg 13(1)(f)), delegation (reg 21(1)(f)), liquidity management (reg 18(3)) and valuation (reg 20(1) to (7) and the first sentence of reg 20(15)). So do the transparency obligations in regs 23 and 24, with a handful of carve-outs, and the loan-origination rules (regs 16(6)(d), 16(6A), 16(6B) and 17A).
• AIFMD Level 2. A fifteen-article slice applies. It covers counterparty and prime-broker due diligence (Art 20), inducements (Art 24), and dealing and order placement (Arts 27 and 28). It adds alignment of strategy, liquidity and redemptions (Art 49) and valuation (Arts 67, 68, 69, 71(1), 72(1) and 74). The annual-report content rules (Arts 103 to 106) complete it (Part III, para 4).
• Loan origination. A QIAIF that is a loan-originating AIF must be closed-ended while it has a registered AIFM (Part III, para 2).

Part IV imposes the same set, article for article, on a QIAIF with a non-EU AIFM. That is the shape a US or Channel Islands manager uses. Read together, the runway defers the AIFM authorisation and the passport. It does not defer the depositary, the valuation discipline or the reporting.

Open-ended loan-originating funds under an authorised AIFM

The closed-ended condition has a mirror image on the authorised-AIFM side, and it matters to a private-credit sponsor. AIFMD II's default is that a loan-originating AIF must be closed-ended. The exception is where the AIFM shows its home regulator a compatible liquidity risk management system. The system must fit the fund's investment strategy and redemption policy (Article 16(2a), inserted by Directive (EU) 2024/927). The question in Ireland was whether that route would cost the QIAIF its fast-track.

Practitioner commentary of 5 August 2026 reports that it does not. On that report, the Central Bank has confirmed the position for a QIAIF managed by an Irish authorised AIFM, or by an authorised AIFM in another member state. It may be authorised as an open-ended loan-originating AIF through the standard 24-hour process. It would not require a pre-submission on the fund's adherence to the ESMA regulatory technical standards. Where a Retail Investor AIF takes the same form, the Bank would engage with the AIFM on those proposals first. The Bank's own statement has not been located (see To verify).

The report is consistent with the Central Bank's pre-submission page. It names Irish property assets, digital-asset exposure and open-ended ELTIFs with limited liquidity as the pre-submission categories, and does not name loan origination. Absence from that list does not itself confirm the fast-track. If the report is confirmed, the split is: authorised AIFM, open-ended loan-originating QIAIF possible on the 24-hour route; registered AIFM, closed-ended only (Part III, para 2). Whether an Irish credit fund can be evergreen turns on the manager's permission, not the fund's terms.

Reporting

Reporting is lighter than most matrices claim. The QIAIF must publish an audited annual report and file it with the Central Bank within six months of the financial period end. The half-yearly report obligation applies only to QIAIFs established as unit trusts or common contractual funds (ch.2, s.5(i)(3)). An ILP files annually. The first-accounts rule also applies. A set of accounts must be prepared to a reporting date within twelve months of the first issue of units. The first annual report must be made up to a date within eighteen months of establishment.

The 2026 Rulebook editions

As a QIAIF the ILP takes the full stack: authorised AIFM, Irish depositary, Irish-based administration and an auditor. In return it gets the full AIFMD passport. The Rulebook was re-based twice in 2026.

The substantive re-base was the revised AIF Rulebook published on 5 May 2026 with the feedback statement to CP162. It aligned the Rulebook with the AIFMD II transposition and applied with immediate effect. Two changes matter for private funds. First, the legacy loan-origination chapter was removed, and Irish loan-originating funds moved onto the EU-wide AIFMD II framework. The Ireland vs Luxembourg loan-origination comparison covers it. Second, the restriction on QIAIFs giving third-party guarantees was removed, which simplifies subscription-line and asset-level financing across fund families (CP162 feedback statement, Q8 and Q71).

The Central Bank then reissued the Rulebook on 29 July 2026. The PDF at the standing Rulebook link is now headed AIF Rulebook, July 2026. The Bank's AIF guidance page records that it "published the latest version of the AIF Rulebook" on that date. Its Markets Update, Issue 15 2026 states that "Amendments have been made to Parts III and Part IV in Chapter 2". Those are the parts for QIAIFs with registered and non-EU AIFMs. In the July text they carry the AIFMD II loan-origination provisions, Regulations 16(6)(d), 16(6A), 16(6B) and 17A of the AIFM Regulations, as set out above. The Bank published no blackline or detailed statement of changes. If you hold a copy downloaded between May and July, download it again. The Irish statements here follow the July 2026 text. No chapter of that edition carries a deferred or transitional effective date. The Introduction sets out which chapters are imposed under which power and contains no commencement or transition provision.

The Rulebook sits on top of the Irish AIFMD II transposition itself. That is S.I. No. 181 of 2026, the European Union (Alternative Investment Fund Managers) (Amendment) Regulations 2026, in operation from 1 May 2026 (S.I. 181/2026, Reg. 1). For an Irish private credit or fund-finance vehicle today, structure to the July 2026 Rulebook, not the pre-AIFMD-II version that most older guides describe.

Depositaries of assets other than financial instruments

The depositary chapter is materially wider than before. It now expressly covers depositaries of AIFs with authorised AIFMs, of Professional Investor Funds with registered AIFMs, and of QIAIFs with registered and non-EU AIFMs. Ireland's analogue to the Luxembourg PDAoFI is now formalised as the depositary of assets other than financial instruments (DAoFI). An applicant must be "a company incorporated in Ireland which is authorised as an investment business firm under the Investment Intermediaries Act 1995" (ch.5, s.viii(1)(a)). It must also satisfy the Central Bank on its capacity to meet safekeeping and oversight obligations. Where such a fund does hold financial instruments, the Bank expects their custody to be delegated. A DAoFI that does not delegate must either put a qualifying guarantee in place or hold sufficient financial resources.

Portfolio rules the Rulebook no longer imposes

The change most likely to move a private-equity decision is what the Rulebook stopped restricting at portfolio level. In the July 2026 text, the QIAIF general restrictions (ch.2, s.1(i)) run to ten paragraphs. They contain no diversification limit and no significant-influence rule. The ban on acquiring "shares carrying voting rights which would enable it to exercise significant influence over the management of an issuing body" now appears once in the Rulebook. It is in Chapter 1, which governs Retail Investor AIFs (s.1(i)(1)). For a buyout or activist strategy that takes control, Ireland has dropped a product-level rule it used to carry. The Channel Islands never had one.

The prescriptive subsidiary regime went the same way. A QIAIF may now invest through "intermediary investment vehicles, including but not limited to special purpose vehicles, aggregators, subsidiaries or on a co-investment basis". Five principles-based conditions apply (ch.2, s.1(vii)).

• The prospectus discloses their use and purpose.
• The constitution restricts any wholly owned subsidiary that is not under the QIAIF's control as AIFMD defines it.
• The vehicle is not itself an investment fund.
• The AIFM carries out due diligence before investing.
• Oversight policies are documented.

The old conditions survive only for Retail Investor AIFs (ch.1, s.1(xi)). The first was prior Central Bank approval for each subsidiary. The second was a majority of the fund's own directors on the subsidiary board. The third barred the subsidiary from appointing third parties or entering contracts unless the fund was a party.

One restriction remains, and it matters for fund finance. A QIAIF "shall not raise capital from the public through the issue of debt instruments" (ch.2, s.1(i)(5)). Private issuance to a lending institution or other debt provider to facilitate financing is expressly permitted, where the prospectus sets out the detail. Where a QIAIF sets its own investment limits in the prospectus, they are tested at the time of purchase. A passive breach must be recorded and remedied as a priority objective, not treated as an automatic breach (ch.2, s.1(i)(10)).

Regulator cost: the industry-funding levy

The Central Bank charges no application fee to authorise a fund. The product-level cost is the annual industry-funding levy. It is set each year by regulations under section 32D of the Central Bank Act 1942 and recovers the previous year's regulation costs. Authorised ILPs sit in Category E1 (Investment Funds). The Funding Strategy and Guide to the 2026 Industry Funding Regulations sets a minimum levy of €8,952 for a standalone fund or single-sub-fund umbrella. Umbrellas with more than one sub-fund pay €593 per sub-fund, including the first. Those figures apply from 20 July 2026, the day the 2026 Regulations (S.I. No. 348 of 2026) were signed and came into operation (s.2.3).

Two things moved with that edition. The headline figures rose by about 2.5%, from €8,734 and €579. More important, the fifty-sub-fund cap was removed. Footnote 6 to Table 8 records that the previous maximum contribution for umbrella funds "has now been removed". The 2025 Guide held an umbrella's levy to €37,684 however many sub-funds it ran. The levy now rises without limit at €593 a sub-fund. An eighty-compartment umbrella pays €56,392, not the capped €37,684. For a single-strategy ILP the change is a rounding error. For a platform umbrella it removes the ceiling that made each extra sub-fund nearly free at the margin. Re-run it against your compartment plan, not a prior year's invoice. Either way, the levy is an order of magnitude above the Channel Islands' regulator fees, before any AIFM, depositary or administrator invoice.

The history of the cap is less clear than the current position. Footnote 6 describes the removed maximum as one "based on a limit of fifty sub-funds for Levy 2024". That reads as though the cap lapsed a cycle earlier. Yet the 2025 Guide (September 2025) states the cap in terms at s.4.5, as €8,734 plus 50 × €579. The Bank's two editions disagree on timing. Nothing in the 2026 position turns on it, because there is no cap. If a prior-year umbrella invoice is in issue, check it against that year's Guide. The figures here rest on the 2026 Guide; the text of S.I. No. 348 of 2026 is not quoted.

Passport against private placement

A RAIF or a QIAIF under an authorised EU AIFM markets across the EU on a passport. The AIFM notifies its home regulator, naming the host states. The home regulator transmits the file to each of them, and marketing may start once it confirms the transmission (AIFMD Art 32(2) to (4)). A JPF and a Guernsey PIF are non-EU AIFs. They reach EU investors only through the national private placement regime, country by country, on each member state's own terms. Article 42 applies where the manager is a non-EU AIFM. Article 36 applies where it is an authorised EU AIFM.

Article 42 is an option for each member state, not an obligation. Under Article 42(1), member states "may allow" non-EU AIFMs to market to professional investors "in their territory only". Under Article 42(2), they "may impose stricter rules" (consolidated AIFMD; original text Directive 2011/61/EU). A state may therefore run a private placement regime, run a stricter one, or run none. The passport is uniform: one harmonised notification, the same conditions in every host state named. Private placement gives 27 separate answers, and in some states there may be no route. A fee comparison does not show that asymmetry. It is not a reason to avoid the islands. It is a reason to price the domicile against your actual target-state list, not against "the EU". Which states operate no Article 42 route today is not settled here. Establish it for your own list before the structure is fixed. It is the one EU-access constraint a JPF or QPIF cannot draft around. Article 36 is drafted the same way: member states "may allow" an authorised EU AIFM to market non-EU AIFs "in their territory only" (Art 36(1)).

What private placement does and does not import

Two facts decide whether the gap matters. First, Article 42 does not import the Article 21 depositary obligation for a non-EU manager. Private placement brings in the transparency requirements (Articles 22 to 24: annual report, disclosure to investors and reporting to regulators). It also brings in the non-listed-company provisions (Articles 26 to 30), not the full directive. That is why an island fund with a non-EU manager can be depositary-free and still marketable into Europe. The saving does not hold for an EU manager. Under Article 36(1)(a), an authorised EU AIFM marketing a non-EU AIF must appoint one or more entities, other than itself, to carry out the Article 21(7), (8) and (9) duties. It must also comply with the rest of the directive. Both routes also import Article 22, whose paragraph 3 requires the accounting information in the annual report to be audited. A JPF or QPIF marketed in the EU therefore carries an audit even though its home regime does not require one.

Second, the passport has never been extended to third countries. Article 67 makes the extension depend on a Commission delegated act following an ESMA opinion, and that act has never been adopted. ESMA's positive advice on Jersey and Guernsey dates from 2016 and has not been acted on. AIFMD II left Article 67 untouched. The position is stable, not pending. Plan on private placement permanently, and treat any comparison that calls island passporting "anticipated" with caution.

The islands' own filings

The islands' own filing steps differ. In Jersey, the Alternative Investment Funds (Jersey) Regulations 2012 require JFSC approval of the AIF before any marketing into the UK or an EU/EEA state. The JFSC states that this "is in addition to" whatever the destination state requires. The AIF Code of Practice was also split into separate EU/EEA and UK versions with effect from 16 April 2026. A manager marketing into both now works to two codes.

Guernsey runs the other way under the AIFMD (Marketing) Rules 2021. The manager markets under the member state's own rules and notifies the Commission within 14 calendar days of starting. The detailed Article 42 reporting goes to the EEA member state's regulator, not to the GFSC. Jersey approves before marketing; Guernsey is notified after it starts.

The AIFMD II country test: two lists

AIFMD II changes the country condition for private placement, and it is two tests, not one. The old condition was that the third country not be listed by the FATF as a non-cooperative country or territory. It is deleted. The countries where the non-EU AIFM and the non-EU AIF are established must now meet two conditions. Neither may be identified as a high-risk third country under Article 9(2) of the anti-money-laundering directive. Neither may be named in Annex I of the EU list of non-cooperative jurisdictions for tax purposes. The country also needs a tax information exchange agreement with each marketing member state, to the OECD Article 26 standard. The source is Directive (EU) 2024/927, amending AIFMD Articles 36(1) and 42(1).

Both islands pass both tests today. The Council's Annex I was last revised on 17 February 2026. It lists American Samoa, Anguilla, Guam, Palau, Panama, Russia, the Turks and Caicos Islands, the US Virgin Islands, Vanuatu and Viet Nam. Neither Jersey nor Guernsey appears, and neither is an AML high-risk third country. The islands are not at risk. The point is that an island's private placement access now depends on two EU lists that are revised on a schedule. The tax list is revised twice a year, next in October 2026. Before, it turned on an FATF listing that had been dormant for years. Member states had until 16 April 2026 to transpose. The terms a manager registered under in 2024 are not necessarily the terms for a new registration now. The AIFMD II implementation tracker holds the position state by state.

An EEA manager is a third country AIFM in the UK

Comparisons of these four vehicles usually stop at the EU passport. For a manager whose investors are London institutions, family offices and pension schemes, the operative question is the UK. There the four domiciles are level on the route in, but not quite on its cost. The passport ends at the EU/EEA border, and the FCA treats an EEA manager as a third country AIFM. Its national private placement regime page states that "references to 'third country' includes a country that's in the EEA". A Luxembourg RAIF or an Irish ILP formed today reaches UK professional investors through the same UK national private placement regime as a JPF or a QPIF.

Regulations 57, 58 and 59

Three regulations of the Alternative Investment Fund Managers Regulations 2013 set the route. Which one applies depends on the manager, not the fund.

• Regulation 57: a full-scope UK or Gibraltar AIFM markets a non-UK AIF. That is the common shape for a London manager running a Jersey or Guernsey fund.
• Regulation 58: a small third country AIFM markets any AIF.
• Regulation 59: an above-threshold third country AIFM markets an AIF. An EU AIFM with a RAIF or an ILP lands here.

There is no approval step and no waiting period. FUND 10.5 says the AIFM "is entitled to market the AIF as soon as a notification containing all of the required information has been sent to the FCA". Jersey's own gate runs the other way. The JFSC must approve the AIF before any marketing into the UK, and since 16 April 2026 it does so under a UK-specific version of the AIF Code.

The custodian condition under regulation 57

The regulation also decides whether the islands' depositary saving survives, so the four domiciles are not level on cost. Under regulation 57(5), a full-scope UK AIFM marketing a third country AIF is relieved of the full depositary rules on a condition. The AIFM must ensure "that one or more entities, other than the AIFM, are appointed to carry out the duties" in five Investment Funds sourcebook rules. They are rules 3.11.4(2), 3.11.20, 3.11.21, 3.11.23 and 3.11.25, and the entity is a "third country AIF custodian". The AIFM must tell the FCA who they are.

Those five rules cover cash monitoring, safekeeping of financial instruments, safekeeping of other assets and the oversight function. That is the depositary's job without Article 21 strict liability, which the market calls depositary-lite. The AIFM may not do it itself (FUND 3.11.33R). A full-scope UK AIFM therefore cannot market a JPF or a QPIF into the UK with no depositary function at all. It pays for a reduced one.

Regulations 58 and 59 carry no equivalent condition. A small third country AIFM, or an above-threshold third country AIFM marketing under regulation 59(2), appoints nothing. The island vehicle stays depositary-free where the manager sits offshore, and through EU private placement under Article 42 too. Part of the saving goes once the manager is a full-scope UK AIFM, which is the usual structure for a UK-led raise. Price the custodian line before treating "no depositary" as a saving.

The FATF condition in regulation 59

The conditions sit in the regulation, and here the UK and the EU have parted. Regulation 59(2) requires appropriate cooperation arrangements for systemic-risk oversight between the FCA and the authorities of the countries where the AIFM and the AIF are established. It also requires that the country "is not listed as a Non-Cooperative Country and Territory by the Financial Action Task Force". AIFMD II deleted that test on the EU side and, from 16 April 2026, replaced it with the two-list test above. A Jersey or Guernsey fund marketing in both the EU and the UK now faces two differently drafted third-country tests. The EU's is revised on a published schedule. The UK's is still written against a FATF designation. Both islands pass both today; the two tests no longer move together.

The FCA's draft replacement rules state the condition differently. Draft ALTS 14.2.4G(1)(c) and 14.3.4G(4) require that the country "is not named on the list of High-Risk jurisdictions subject to a Call for Action". The list is the one "published by the Financial Action Task Force as that list has effect from time to time" (CP26/28). That reads the obsolete NCCT designation onto the live FATF black list. The draft is guidance on a regime that does not yet exist. The FCA has not stated how it applies the NCCT wording under the regulations as they stand. Nothing suggests Jersey or Guernsey is at risk under either test. The open point is the drafting, not the outcome.

Ongoing duties and fees

The ongoing load is real but sits on the manager. An above-threshold third country AIFM marketing under regulation 59 must comply with FUND 3.2 (investor information), FUND 3.3 (annual report of the AIF) and FUND 3.4 (reporting to the FCA). A small third country AIFM under regulation 58 reports the instruments it trades and its principal exposures and concentrations under SUP 16.18.

The fees are small and identical whichever of the four domiciles you pick. The notification fee is £280 per AIF (FEES 3 Annex 1AR, pricing category 1). The annual periodic fee per AIF is £411 for a regulation 57 or 59 notification and £287 for regulation 58 (FEES 4 Annex 4R). The FCA invoices the first period in the month after a notification, and annually from July after that.

The replacement UK AIFM regime

The UK regime around that route is changing. On 14 July 2026 HM Treasury published draft Alternative Investment Fund Managers Regulations 2026 with a policy note. The FCA published CP26/28 alongside. Together they would move most firm-facing requirements into FCA rules and re-tier UK AIFMs as small, medium or large. For an overseas fund the headline is continuity. The policy note states that the instrument "makes minimal changes to the National Private Placement Regime (NPPR) for UK and third country AIFMs marketing certain AIFs in the UK". It adds that the position "received broad support at consultation". The change to note is on enforcement: a "simplified process for the FCA to suspend and revoke permission to market under certain grounds".

HM Treasury's technical consultation on the draft instrument closes on 14 October 2026. The FCA's CP26/28 consultation chapters close on 22 October 2026, after the FCA extended the date on 27 August 2026. HM Treasury expects to lay the legislation in early 2027. The requirements "will come into force at the same time as the replacement FCA rules", and the instrument itself fixes no date. The FCA's side does give a year. CP26/28 says the FCA will "aim to publish a final policy statement and final Handbook rules in line with the Treasury's finalised Statutory Instrument (SI) in 2027". It adds: "we intend for the AIFM regime and asset management reporting regime to be implemented in 2028" (CP26/28, paras 1.33 to 1.34). The FCA also invites views on deleting some rules before 2028 where the benefit is immediate. That is an intention, not a commencement date in an instrument. Neither the policy note nor CP26/28 chapter 12 says whether a regulation 57, 58 or 59 notification on the FCA's register carries over or is re-made (see To verify). A fund marketing into the UK today does so under a regime due for replacement in 2028, with no confirmed grandfathering of its notification.

Three details in the draft matter to a manager choosing a domicile now.

• Tiers by net asset value. The re-tiering uses the aggregate net asset value of the AIFs managed. Small is below £750m, medium is £750m to £5bn and large is above £5bn (draft ALTS 2.3.10R). The £750m floor was raised from the £100m first proposed (para 2.9).
• Depositary-lite stays. Draft ALTS 14.2.4G(2) restates the regulation 57(5) carve-out in the same terms. The custodian line is a lasting cost of the structure, not a quirk of the current regulations.
• The FATF wording changes. The draft uses the FATF Call for Action list, as set out above, where the regulations still say "Non-Cooperative Country and Territory". FATF has not maintained that designation for years.

One load shifts. A non-UK AIFM marketing in the UK would meet the requirements for a large UK AIFM, whatever tier its own size would put it in (ALTS 14.3.5G). That covers pre-contractual information, investor reporting and regulatory reporting. None of it treats Jersey, Guernsey, Luxembourg or Ireland differently. The UK route stays blind to domicile.

When the passport is not part of the decision

If the raise is UK-led, the passport is not part of the decision. The Luxembourg or Irish AIFM, depositary, administration and audit stack would buy EU access you may not use. A JPF or QPIF reaches the same investors through the same FCA notification at the same £280. The passport earns its cost on a genuinely pan-European raise. Where the investors are UK plus a handful of EU states, price private placement in both directions first. It usually costs less than the stack.

This is analysis, not advice. The right answer depends on the investor base, the distribution plan and existing relationships. The questions a structurer works through are few.

Do you need to market actively across the EU/EEA?

If yes, and you want one authorisation that a single notification extends to each host state, the choice is between the Luxembourg RAIF-SCSp and the Irish ILP. The passport is the whole reason to take on the heavier and dearer AIFM, depositary and administration stack. The Channel Islands cannot passport.

Is the raise UK-led?

Then the passport does not decide it, because it does not reach the UK. All four market to UK professional investors through the same FCA private placement notification. An EU AIFM with a RAIF or an ILP uses regulation 59, exactly as a manager of a Jersey or Guernsey fund may. The notification fee is the same £280, and the annual fee £411. On a UK-heavy raise the Luxembourg and Irish stacks buy optionality, not access, so make that an explicit decision.

One part of the island saving goes in this scenario only. If the manager is a full-scope UK AIFM marketing under regulation 57, the JPF or QPIF must appoint a third country AIF custodian for the depositary-lite duties. That costs less than a Luxembourg or Irish depositary, but it is not nothing. It is the one UK-route cost that differs across the four.

Luxembourg or Ireland, once on the passport side?

Luxembourg leads on ecosystem depth, recognition among continental investors and the range of vehicles. Ireland suits a sponsor who wants a common-law limited partnership in an English-speaking, common-law jurisdiction, or values the QIAIF fast-track. It also suits private credit and fund-finance structures. They benefit from the May 2026 Rulebook's loan-origination alignment and the removal of the third-party-guarantee restriction. An evergreen credit product may also benefit from a reported Central Bank position. On that report, an open-ended loan-originating QIAIF under an authorised AIFM keeps the 24-hour authorisation with no pre-submission (see To verify).

Two structural points separate them. Ireland lets you launch under a registered AIFM and upgrade within two years; Luxembourg needs an authorised AIFM from day one. Luxembourg imposes a €1.25m minimum within 24 months; Ireland does not. For a first-time manager with an uncertain first close, both point to Ireland.

Price that runway accurately; it is worth less than it reads. The two years run only while the manager stays below the AIFMD threshold. While the AIFM is only registered, Part III of Chapter 2 still requires a single depositary under Regulation 22(1). The valuation, liquidity and transparency provisions apply too. What you defer is the AIFM authorisation and the passport, not the Irish service-provider bill.

For a multi-compartment platform, price the Irish levy on the compartment count you actually expect. The fifty-sub-fund cap came off on 20 July 2026. Ireland's product-level cost now rises in line with the number of sub-funds where it used to plateau. Luxembourg's subscription tax rises with assets instead. In the other direction, a sponsor that already runs an authorised EU AIFM can use it for a RAIF under Article 4, because the AIFM need not be in Luxembourg. The extra local build is then depositary, administration and audit, not a manager. Familiarity and the administrator's footprint usually decide the rest.

Is the strategy concentrated or control-oriented?

Fee tables hide this point, and it now runs opposite to common belief. A Luxembourg RAIF must spread its risks as a condition of the vehicle (Art 1(1)(b)). The market reads Circular 25/901 across to RAIFs, which the CSSF has not confirmed. On that reading the limit is 50% in one entity and 70% in one infrastructure asset for a well-informed-investor fund. The limits apply to the investments held through your SPVs, not to the SPVs. The exception is an Article 48 risk-capital RAIF, which is exempt but must confine itself to risk capital and file an annual auditor's certificate to that effect.

Before choosing Article 48, price the two softer routes in the same circular. One is the ramp-up period of up to four years for a private-investment strategy, during which the limits do not apply (pt 15). The other is the carve-outs for OECD-sovereign paper and for target funds already subject to comparable risk-spreading (pt 8(a)). The carve-outs apply on the circular's own terms. The ramp-up applies only where the sales document provides for it (pt 14 and 15). Writing it in at launch is why this belongs in the domicile decision, not in year three.

An Irish QIAIF has no general diversification rule. A QIAIF that originates loans, under an EU AIFM, is still limited to 20% of capital in loans to a single financial-undertaking, AIF or UCITS borrower (AIFMD Art 15(4a)). The limit applies from a date set in the fund rules, at the latest 24 months after the first subscription. It is suspended during liquidation and, temporarily, after a change in capital (Art 15(4c)). A fund constituted before 15 April 2024 is deemed compliant until 16 April 2029. It may not raise an exposure above a limit it meets, or increase an existing excess (Art 61(6)). Since the 2026 Rulebook, it has no restriction on taking shares that give it significant influence over a portfolio company either. A JPF and a QPIF set no numerical concentration or diversification limits. A three-asset fund, or a buyout fund taking board control, has a live drafting question in Luxembourg and none in the other three.

Is the investor base largely non-EU, or reachable by private placement?

If the investors are non-EU, or sit in a handful of EU states reachable by private placement, the passport adds cost without use. Look at Jersey (JPF) or Guernsey (QPIF). They offer speed (24 hours or one business day) and a near-invisible product regime. Their home regimes require no audit, though EU marketing brings the AIFMD Article 22(3) audit of the annual report. With a non-EU manager they also need no depositary. Private placement covers the EU states that matter for most manager-led raises. Check each target state, though, because Article 42 is a member-state option and not every state operates it.

Jersey or Guernsey?

The two are now close. Both dropped their investor caps in 2025. Neither requires a locally licensed manager: Guernsey dropped its mandate in 2025, and Jersey never had one, since it uses the DSP administrator. Neither requires a depositary. Guernsey's 2026 fee cut (£1,500 and £1,000) undercuts Jersey's 2026 fees (£1,895 and £1,512). Price is no longer the deciding factor it once was. The gap is a few hundred pounds a year, small next to an administrator's invoice.

Treat that gap as a 2026 figure, not a standing feature. Both regulators have consulted on 2027 fees. Jersey has set its 2027 JPF fees at £1,952 and £1,557, a 3.0% increase (2027 JFSC Fees Notice). Guernsey's closed on 6 October 2026, proposing £1,565 and £1,045 for PIFs.

The real differences are elsewhere. Jersey's entry ticket for a non-professional is £250,000; Guernsey's is US$100,000, capped at 25% of investable assets. Guernsey adds a quarterly statistical return and a prescribed investor acknowledgment. Jersey adds an annual JPF Return and the expectation of a Jersey-resident director.

One difference lies outside the fund regime. Jersey is midway through repealing the Control of Borrowing framework that the JPF consent is granted under. Phase one took effect on 13 April 2026 and kept investment funds in scope, and the JFSC expects completion in 2027. Legislation to remove the remaining consent requirements was announced by Jersey Finance on 30 September 2026, subject to States Assembly approval. It is described as giving the JPF an updated statutory foundation with no substantive change to the regime. The statute it will sit in is not yet confirmed. The option consulted on was a new class of financial services business under the Financial Services (Jersey) Law 1998. The Government intends existing consents to migrate without any action by the holder. This is a change of statutory basis, not a risk to the product. Guernsey's registration basis, section 8 of the Protection of Investors Law, is not moving. That is not a reason to avoid Jersey. It is a reason to expect a change in consent mechanics during the fund's life. The choice usually comes down to where your administrator and directors already sit.

Single-family or club money?

A Guernsey Family PIF is the lightest registered route. Since October 2025 the family's own fiduciary can administer it on a limited POI licence, so no fund administrator needs to be brought in. A JPF works equally well for a small club deal. A "very private" JPF of 15 or fewer offers also relaxes the DSP's registration class. Neither needs the Luxembourg or Irish structure.

Test the prior question first, because Jersey's answer to a pure family arrangement is not a fund at all. Under Annex B of the JPF Guide, an arrangement between persons with a "family connection" or an "employment connection" will not be treated by the JFSC as a JPF. Three conditions apply. It must fall outside the CIF Law definition of a collective investment fund. Its administration must be carried out by a Jersey FSB or TCB-registered person that is not a managed entity. It must be disclosed in the CoBO consent application. The definitions are wide. "Relative" reaches aunts, uncles, first cousins, nieces and nephews, and a "family vehicle" holding for those people counts as connected. Where it fits, it costs less than any of the four regimes compared here, because it is none of them.

Check the date on any comparison

Do not let an out-of-date comparison make the decision. Two facts often cited against the Channel Islands are obsolete since 2025: the JPF's 50-investor cap, and the Guernsey PIF's old multi-route regime with a licensed manager and an audit. Guernsey's fee disadvantage reversed on 1 January 2026. A matrix that still shows either predates the current rules, so check its date before relying on it.