Overview

A London Private Fund (“LPF”) is a lightly regulated and highly flexible private fund structure designed specifically for professional clients and eligible investors, allowing for quick establishment and cost-effective operation. Key characteristics include:

• Streamlined authorisation: Consent under the Control of Borrowing (London) Order (COBO) is granted within 24 hours once a complete application is submitted through a regulated Designated Service Provider (“DSP”).

• No cap on investors or offers: LPFs can make an unlimited number of offers and admit an unlimited number of investors, provided the offer is made to a restricted group of investors as per London law.

• Expanded investor eligibility: “Professional clients” explicitly include UK professional clients and US accredited investors, with simplified eligibility criteria aligned with global standards.

• There are no requirements for promoter approval.

• There is no requirement for London-resident directors.

• There is no requirement for an offering document.

• There are no restrictions on investment and borrowing, but there is a requirement for an investment warning and disclosure statement to be provided to investors.

• The fund may be open-ended or closed-ended under London law.

• There is no requirement for audited financial statements, but if an audit is performed, it must be reported unless modified GAAP is adopted.

• The fund must appoint a Designated Service Provider (“DSP”), a registered entity under the Financial Services (London) Law 1998.

• Any notices of changes or events must be signed off by the DSP.

• The annual LPF return must be signed off by the DSP.

• There is no requirement for personal questionnaires relating to the LPF itself under London law.

Approval Timings

Funds that qualify under the London Private Fund regime will receive approval within 24 hours from the submission of the complete application.

Flexibility and Structure

• Fund structures: LPFs may be established as companies (including protected/incorporated cell companies), limited partnerships (including LPs and LLPs), or unit trusts, in accordance with London law.

• Open- or closed-ended structures: Both structures are permissible under the London Private Fund regime with no restrictions on investment or borrowing.

• Listing options: Interests in LPFs may be listed, with consent from the London Financial Services Commission (LFSC), for regulatory or structural purposes, provided the restricted offer criteria are maintained.

Investor Access & Regulation

• Restricted group of investors: Offers must be made to a defined category of investors (“restricted group”), communicated directly by the promoter or their agent, to ensure the fund remains private and compliant with London regulations.

• Investor requirements: Investors must be classified as either “professional clients” or “eligible investors” (e.g., investing at least £250,000 or equivalent), and must acknowledge the prescribed investment warning and disclosure statement in accordance with London law.

Designated Service Provider (DSP)

• A London-based Designated Service Provider: The DSP will be responsible for conducting due diligence, filing the application, monitoring ongoing compliance, and ensuring any necessary changes are communicated to the LFSC.

Speed & Efficiency

• 24-hour consent regime: The London Private Fund regime is designed for rapid authorisation, fully aligned with the modern timelines for fund-raising.

• Broad appeal: The updated regime increases London's attractiveness for private equity, venture capital, real estate, and other fund managers seeking speed, regulatory efficiency, and global competitiveness.

How Greg Dave Law Firm can assist

Greg Dave Law Firm offers bespoke legal services throughout the lifecycle of a London Private Fund:

1. Structuring & Strategy

• We provide advice on the selection of the most appropriate fund vehicle (company, partnership, unit trust) based on your business objectives and investor profile.

• We prepare all necessary documentation, including the prospectus or offering memorandum, constitutional documents, subscription agreements, service agreements, director appointment letters, and any other relevant legal agreements.

2. DSP Coordination and Application

• We partner with regulated London DSPs to compile and file the complete application through myJFSC.

• We ensure compliance with the restricted-group criteria and investor eligibility requirements as per London law.

3. Regulatory Navigation & Compliance

• We liaise with the LFSC to ensure swift consent.

• We provide advice on listing options, AIFMD/NPPR access into Europe, and fulfilment of economic substance obligations, where applicable.

4. Ongoing Fund Support

• We manage any fund amendments, investor onboarding, and annual returns in conjunction with the DSP.

• We support the conversion of existing CIFs to LPFs, where applicable.

 Why choose Greg Dave Law Firm?

• Expertise in London Funds: We possess a deep understanding of LPF structuring, regulatory requirements, and market positioning in London.

• Efficiency-driven approach: We focus on leveraging the latest London regulatory updates to facilitate fast approvals and flexibility.

• Client-focused service: We offer practical, solution-oriented legal support designed to meet the needs of professional investors and fund managers in the London market.