A private investment fund (whether it is structured as a company, limited partnership, LLC or a unit trust) will have highly-customised constitutional documentation (making it different to a standard offshore company), alongside Fund Manager-driven documents covering fund specifics.
The investment fund will have two core documents covering the fund specifics, such as the anticipated investment objective/investment strategy and the risk factors that are relevant to the fund.
- Offering Documentation: Typically either a short-form Term Sheet, a medium-length Offering Memorandum or a Private Placement Memorandum.
- Subscription Agreement: The formal contract between the Fund and the investor.
The constitutional documentation of the Fund will depend on the legal form that it will use and will be highly customised, as compared to a SPV.
In the case of a company (such as a British Virgin Islands Business Company):
- Memorandum of Association
- Articles of Association
In the case of a partnership (such as an English Private Fund Limited Partnership):
- Limited Partnership Agreement
In the case of a LLC (such as a Delaware LLC):
- Articles of Organisation
- LLC Operating Agreement
In the case of an unit trust (such as the Cayman Islands Unit Trust):
- Trust Deed