Legal Structures
An AIF may take the following legal structures:
- investment company in the legal structure of a limited liability company with fixed capital (FCIC);
- investment company in the legal structure of a limited liability company with variable capital (VCIC);
- common fund (CF), which is a contractual pool of assets without legal personality;
- limited liability partnership (LP) with or without legal personality.
Establishment guidelines for AIFs in different legal forms
Where the AIF is established:
- in the legal form of an investment company, its name shall include the term ‘fixed capital investment company’ or ‘variable capital investment company’, as appropriate. The incorporation documents of an investment company include its Memorandum and Articles of Association;
- in the legal form of a common fund, its name shall include the term ‘common fund’. The rules of the common fund constitutes its incorporation documents; and
- in the legal form of a limited liability partnership, its name shall include the term ‘limited liability partnership’. The partnership agreement includes all the details of the LP.
A common fund can be converted to Investment Company or Limited Partnership and it is only available when established as AIF with unlimited number of persons or as Registered AIF.
Amendments to the Partnership Law allow the General Partner to elect for legal personality of the Limited Partnership upon its establishment, while maintaining tax transparency status.
A common fund can be converted to Investment Company or Limited Partnership and it is only available when established as AIF with unlimited number of persons or as Registered AIF.
Amendments to the Partnership Law allow the General Partner to elect for legal personality of the Limited Partnership upon its establishment, while maintaining tax transparency status.
| VCIC – Variable Capital Company | FCIC – Fixed Capital Company | CF – Common Fund | LP – Limited Partnership | |
|---|---|---|---|---|
| AIF | YES | YES | YES | YES |
| RAIF | YES | YES | YES | YES |
| AIFLNP | YES | YES | NO | YES |
