The Prospectus Rules 2025 (Guernsey)
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The Prospectus Rules set what a Guernsey prospectus must contain and when it may circulate. They cover every registered fund and offers of Category 2 controlled investments, meaning securities and derivatives. The 2025 Rules replaced the 2021 version on 1 July 2025 (Rule 7.3). For Category 2 offers they widened the exclusions to unlimited Professional Investors plus up to 200 other persons, where the 2021 text allowed 50 (Rule 1.1(5)(i) and (j)).
Scope and the core mechanism
Three kinds of prospectus are in scope (Rule 1.1(4)). The first is any prospectus of a registered investment scheme. The second is an offer of a Category 2 controlled investment by a Bailiwick company, limited partnership or unit trust. The third is an offer of one to the public in the Bailiwick, wherever the offeror is domiciled. The GFSC may agree otherwise, and may exclude or modify any rule by written notice (Rule 1.1(2)).
The prospectus is defined broadly. For a registered fund it includes information particulars, an offering memorandum, a term sheet, an application form and a subscription agreement (Rule 6.1(2)). Responsibility for compliance sits with the directors, the general partner, or the manager or trustee of a unit trust (Rule 1.1(7)).
The control is a filing gate in Rule 4.1. A prospectus may not circulate in the Bailiwick unless it carries the Part 3 statements and, except for a London-listed registered fund, the Part 2 content. The GFSC must also have the final copy and any reports it refers to. A Bailiwick issuer may not circulate one abroad on any other terms. For a Category 2 offer the fee is paid and the GFSC registers the prospectus. For a registered fund, the gate is the GFSC's declaration registering the scheme.
Key provisions
| Provision | What it says | The practical point |
|---|---|---|
| Exclusions (Rule 1.1(5)) | There are thirteen exclusions (Rule 1.1(5)(a) to (m)). They include offers listed under IOSCO-linked regulation, listing applications for such offers, and private investment funds. | Takeover offers qualify only if made under the Takeover Code. Court schemes need a court in Guernsey, Jersey, the UK or a GFSC-approved place. Employee offers need an information document (Rule 1.1(5)(e) to (g)). |
| Investor-based exclusions (Rule 1.1(5)(i) to (l)) | For Category 2 investments only, promotions direct to Professional Investors are excluded. So are promotions to up to 200 other identified, informed persons who alone may accept (Rule 1.1(5)(j)). | Offers where each person must pay at least £100,000 are also out (Rule 1.1(5)(k)). The GFSC declined to extend these exclusions to registered funds (feedback statement). |
| Professional Investor (Rule 6.1) | Public bodies and investment businesses qualify. So does an individual whose initial investment is at least US$100,000, if that is no more than 25% of investable assets (Rule 6.1(2)). | Each must also be able to evaluate the risks and bear a loss. The Class Q and PIF Rules define their own investor tests (Class Q Rule 11.1, PIF Rule 6.1). |
| London-listed funds (Rule 1.1(6)) | Part 2 does not apply to a registered fund listed or traded on a London Stock Exchange market. The same holds for a listing application (Rule 1.1(6)). | The rest of the Rules still apply. Changes that would otherwise go to investors are notified to the GFSC immediately (Rule 5.1(2)). |
| Content (Part 2) | Rules 2.1 to 2.23 list the offer terms, capital, contracts, borrowing, accounts, parties and voting rights (Part 2). | Five rules apply to registered funds only: valuation, fees, issue and redemption, administrator and custodian, and manager or adviser (Rules 2.6, 2.7, 2.10, 2.14, 2.18). |
| Significant beneficial ownership (Rule 2.20) | The prospectus states the shareholdings of those with a significant beneficial ownership interest in the offeror (Rule 2.20(1)). That means 15% or more of the votes, alone or with associates, including control and options (Rule 6.1(2)). | A registered fund also names significant owners of its administrator, custodian, trustee or general partner where that creates a conflict of interest (Rule 2.20(1)(c)). |
| Statements (Rule 3.1) | Every prospectus carries the four Schedule 1 statements (Schedule 1). One says the GFSC takes no responsibility for the issuer's financial soundness. | The others direct readers in doubt to professional advice, give a responsibility statement from the directors, general partner, manager or trustee, and warn that prices can fall. |
| Changes (Rule 5.1) | Changes to listed matters go to investors immediately, with an electronic copy to the GFSC (Rule 5.1(1)). | Where the prospectus itself changes, it is resubmitted for registration. A supplement, read with the prospectus, must meet Part 2 (Rule 5.1(1)(c) and (d)). |
Amendment history
| Date | Instrument | What changed |
|---|---|---|
| 2018 | Prospectus Rules 2018 (G.S.I. No. 31 of 2018) | An earlier ruleset. A prospectus registered under it, or under the 2008 Rules, and in circulation on 1 July 2025 continues as if those Rules were in force (Rule 7.1(1)). |
| 1 Nov 2021 | Prospectus Rules 2021 (G.S.I. No. 144 of 2021) | Came into force on 1 November 2021 and revoked the 2018 Rules. Rule 1.1(5)(c) excluded promotions to up to 50 persons, with no Professional Investor exclusion. |
| 1 Jul 2025 | Prospectus Rules 2025 | Revoked the 2021 Rules (Rule 7.2). Raised the old 50-person exclusion to 200, now Rule 1.1(5)(j). Added exclusions (c), (e) to (i), (k) and (l). Added the London carve-out and registered-fund content rules, and merged the statement schedules. |
A prospectus registered under the 2008, 2018 or 2021 Rules and in circulation on commencement continues under them. Any change follows Part 5 of the 2025 Rules (Rule 7.1(1)). Exclusions granted under the 2018 or 2021 Rules carry over where the 2025 Rules allow (Rule 7.1(2)). From 1 July 2025, the RCIS (Amendment) Rules, 2025 point the RCIS Rules at the 2025 text.
What it works with
The Rules sit under the Protection of Investors Law 2020 (summary: POI Law page). Category 2 controlled investments are defined in Part 2 of Schedule 1 to that Law (Rule 6.1(2)). The main fund user is the RCIS Rules 2021. As amended in 2025, RCIS Rules 4.1 and 6.2 require offering documents built to the Prospectus Rules (RCIS amendment). The GFSC may still register a fund where meeting a provision is not needed in investors' interests. A private investment fund is excluded by Rule 1.1(5)(d).
The authorised classes carry their own content schedules: Class B, Class Q and authorised closed-ended schemes (summaries: Class B, Class Q, ACEIS). In Jersey, funds within the Collective Investment Funds (Jersey) Law 1988 are regulated under that Law (summary: CIF Law page). A Jersey Private Fund instead operates under a Control of Borrowing consent. The private fund domicile comparison sets the islands against Luxembourg and Ireland. Fees are set by the Financial Services Commission (Fees and Administrative Penalties) Regulations, 2025, from 1 January 2026 (GFSC investment fees).
In practice: for a registered fund, the prospectus and the registration move together. Rule 4.1 bars circulation until the GFSC has issued its declaration (Rule 4.1(1)(d)). Later changes to listed matters go to investors at once, and a changed prospectus is resubmitted (Rule 5.1). A London-listed fund notifies the GFSC instead.
To verify
- Statutory instrument number. The 2025 PDF does not state its G.S.I. number or the date made. Confirm both against the Guernsey statutory instrument register.
- Authorised schemes. Rule 1.1(4) names registered schemes, not authorised ones. Confirm with the GFSC whether any Part 2 rule reaches a Class B, Class Q or authorised closed-ended scheme prospectus.
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