Bermuda Closed‑End Fund Registration Requirements and Other Recent Developments

The E.U.’s economic substance requirements have spurred all British Overseas Territories to modernize and enhance their oversight of investment funds. New regulations that recently went into effect in Bermuda bring certain closed-end funds (i.e., PE funds) under the scope of Bermuda’s Investment Funds Act 2006 (IFA). New closed-end funds must register pre-launch, while existing closed-end funds qualifying as “Professional Closed Funds” must register within the next several months. In a guest article, Walkers partner Sarah Demerling explores the driving factors behind the changes to the IFA and their anticipated effect on the PE industry in Bermuda. Specifically, this article describes the context for recent reforms of Bermuda’s closed-end fund regulations; analyzes the resulting changes to the IFA; details the registration requirements and other practical considerations for PE sponsors; and explains the impact of Bermuda being identified as a “white-listed” tax jurisdiction by the E.U. For prior coverage of the IFA, see “Bermuda Investment Funds Amendment Act 2013 Facilitates the Organisation and Operation of Private Funds in Bermuda” (Nov. 14, 2013); and “The Investment Funds Amendment Act 2010: Key Changes for Private Funds Established in Bermuda, and Their Managers” (Jan. 14, 2011).

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