How to Start a Private Equity Fund Offshore

Launching a private equity fund offshore isn’t just picking a sunny island and printing a PPM. It’s a design exercise—legal, tax, operational, and fundraising decisions all lock together. Do it well and you’ll lower friction for investors, speed time-to-close, and preserve returns. Do it poorly and you’ll tangle yourself in red tape, side-letter chaos, and unexpected taxes. I’ve helped first-time and established managers set up vehicles from Cayman to Luxembourg, and the pattern is consistent: clarity on investors, strategy, and distribution drives everything else.

What “Offshore” Really Means

“Offshore” typically refers to tax-neutral fund domiciles designed to accommodate cross-border investors without adding an extra tax layer. The jurisdiction doesn’t erase taxes owed by investors; it lets each investor be taxed in their own country and respects local structuring (for example, blockers for U.S. taxable investors or pension-specific rules).

Who benefits:

  • Funds targeting a global LP base (U.S. tax-exempt, non-U.S., and family offices)
  • Strategies with cross-border investments (secondaries, buyout, growth, infrastructure, credit)
  • Managers who need flexibility on parallel structures or co-investments

When offshore isn’t ideal:

  • A mostly domestic investor base (e.g., 90% U.S. taxable) often favors a Delaware structure
  • EU-heavy fundraising where AIFMD passporting or EU-domiciled oversight is essential (Luxembourg or Irish vehicles may be more appropriate)

A quick reality check: offshore funds are highly regulated now. CIMA (Cayman) oversight, FATCA/CRS reporting, economic substance requirements, and robust AML/CTF rules are standard. “Offshore” no longer means “light-touch”—it means tax-neutral and fund-friendly, with guardrails.

Choosing the Right Jurisdiction

The “right” domicile is the one that reduces friction for your target LPs and supports your regulatory plans. Spend time matching investor geography, marketing strategy, and asset profile to the options below.

Cayman Islands

Why Cayman remains the default for global PE:

  • Familiarity: institutional investors and counsel know Cayman LPs well
  • Clear regime: the Private Funds Act 2020 requires registration, annual audits, valuation policies, asset safekeeping, and CIMA filings
  • Speed and cost: generally faster to launch than EU funds

Typical vehicles:

  • Cayman Exempted Limited Partnership (ELP) as the fund
  • Cayman or Delaware GP; carry vehicle often a separate Cayman/Delaware entity
  • Master-feeder or parallel funds for investor-specific needs (e.g., U.S. taxable vs. tax-exempt vs. non-U.S.)

Expect:

  • Timing: 8–12 weeks to first close if documents are ready and investors are responsive
  • Legal budget: roughly $150k–$350k for a first-time fund (onshore + offshore counsel, PPM, LPA, GP/management company docs, and feeders)
  • Ongoing costs: admin $80k–$200k+ per year depending on size/complexity; audit $30k–$60k; directors $10k–$25k per independent; CIMA fees modest but recurring

British Virgin Islands (BVI)

BVI can work for smaller or simpler structures and has a solid legal framework, though PE-specific familiarity skews to Cayman. Many managers prefer Cayman for investor comfort. If budget is tight and investor expectations allow, BVI Limited Partnerships are viable.

Expect:

  • Slightly lower setup/annual costs than Cayman
  • Regulatory regime under the Securities and Investment Business Act
  • Less common with large institutions compared to Cayman, Jersey, Guernsey, or Luxembourg

Jersey and Guernsey

Mid-shore powerhouses with strong governance. They’re often used by managers targeting UK/EU investors via national private placement regimes (NPPR), avoiding full AIFMD passporting.

  • Jersey Private Fund (JPF) and Guernsey Private Investment Fund (PIF) are fast-to-market, capped on investor count, and well-regarded by institutions
  • Strong regulatory reputation and mature service provider ecosystems
  • Good option when investors prioritize oversight but you don’t need a full EU passport

Expect:

  • Timing: often 8–12 weeks with experienced counsel
  • Costs: generally above Cayman but below Luxembourg; depositary-lite possible for AIFMD NPPR
  • Substance: boards and oversight standards are taken seriously

Luxembourg

Luxembourg is often considered “onshore EU,” but for many managers it’s the best way to reach European LPs who want the safeguards of AIFMD. Vehicles like the RAIF, SIF, or SCSp are flexible, tax-efficient, and recognizable.

  • RAIF (Reserved Alternative Investment Fund) is quick to market because it’s indirectly regulated through an authorized AIFM
  • AIFMD compliance allows broader EU marketing via passporting if you appoint an authorized EU AIFM
  • Strong governance, depositor oversight, and SFDR disclosure framework

Expect:

  • Timing: 12–20+ weeks depending on AIFM and depositary selection
  • Costs: meaningfully higher than Cayman due to AIFM, depositary, local audit, and legal
  • Ideal when a majority of capital is EU-based or EU-bound marketing is essential

Singapore (VCC)

For Asia-based managers or strategies, the Variable Capital Company (VCC) offers a modern fund wrapper with tax incentives, strong rule of law, and growing LP familiarity.

  • MAS licensing regime is robust; redomiciliation options exist
  • Not “offshore” in the classic Caribbean sense but functions as a tax-efficient, investor-friendly domicile for Asia-centric funds
  • Increasing adoption among institutional LPs in the region

Core Fund Structures

The structure revolves around who your investors are and how you’ll invest.

  • GP/LP model: The fund is typically a limited partnership. The GP (often a limited company) controls the fund; LPs provide capital.
  • Management company/advisor: Fees and staff usually sit at the onshore management entity. Offshore managers require licensing and substance if used.
  • Master-feeder: Common when mixing U.S. taxable, U.S. tax-exempt, and non-U.S. investors. A Delaware feeder for U.S. taxable investors, a Cayman feeder for non-U.S. and U.S. tax-exempt, feeding into a Cayman master.
  • Parallel funds: Separate funds investing side-by-side to tailor tax treatment (e.g., one parallel avoids ECI exposure for non-U.S. LPs).
  • Blockers: Corporate entities (often U.S. or Cayman) used to shield U.S. tax-exempt or non-U.S. investors from ECI/UBTI (e.g., U.S. operating income or FIRPTA-heavy real estate).
  • Carry vehicle: Separate entity (LP/LLC) holds carried interest allocations for partners.

Tip: Sketch your structure on one page with arrows showing cash flows for fees, carry, capital calls, and distributions. If you can’t explain it in five minutes, it’s too complex for a first-time fund.

Regulatory Pathways and Licenses

You register or license at multiple levels: the fund, the manager, and marketing activities in each country where you solicit investors.

  • Cayman fund: Register with CIMA under the Private Funds Act. You’ll need an auditor, valuation framework, and compliance officers (AMLCO, MLRO, DMLRO).
  • BVI/Jersey/Guernsey/Lux: Comparable registration pathways, with varying oversight depth. Jersey/Guernsey PIF/JPF are popular “fast track” routes.
  • Manager licensing:
  • U.S.: Registered Investment Adviser (RIA) or Exempt Reporting Adviser (ERA) based on AUM and investor types. Private funds generally rely on exemptions under the Advisers Act but may need to file Form ADV and, over certain thresholds, Form PF.
  • UK/EU: If marketing into the EU, you’ll either use NPPR (country-by-country) with an AIFM or appoint a full-scope AIFM for EU passporting. UK has its own FCA permissions post-Brexit.
  • Asia: MAS, SFC, ASIC, and others have clear licensing categories; plan for lead times.
  • Marketing permissions:
  • U.S.: Offer under Reg D 506(b) or 506(c) to accredited investors; watch “general solicitation” rules if relying on 506(b).
  • EU/UK: Pre-marketing vs. marketing under AIFMD rules matters; NPPR filings per country; extensive disclosures.
  • Other regions: Often notification-based but with strict rules on public advertising.

Common pitfall: Pre-marketing materials triggering rules prematurely. Use controlled language and keep distribution lists tight until registrations are in place.

Tax Architecture

You don’t need to be a tax lawyer, but you do need a working model.

  • Tax neutrality: The fund should avoid entity-level tax in the domicile. LPs pay tax based on their own status and location.
  • U.S. taxable investors: Prefer flow-through exposure for capital gains, but want blockers for ECI-generating assets (e.g., operating partnerships). Be mindful of PFIC/CFC rules when investing outside the U.S.
  • U.S. tax-exempt investors (pensions, endowments): Avoid UBTI. Use blockers for debt-financed income or operating businesses to prevent UBTI leakage. Expect questions on FIRPTA if investing in U.S. real estate.
  • Non-U.S. investors: Focus on treaty access (if relevant), withholding taxes on dividends/interest, and potential CFC/PFIC implications with their home-country rules.
  • Carried interest: Jurisdiction matters for GP tax treatment. The U.S. three-year holding period applies for long-term capital gains on carry. Fee waivers and management fee offsets must be carefully engineered to avoid recharacterization.
  • Transfer pricing and substance: If you create offshore management entities, you’ll need real people, decision-making, and cost allocation consistent with BEPS principles. Don’t create a brass-plate manager you won’t maintain.

Practical move: Run scenarios with tax counsel for your two or three major investor types. Present the structuring in your PPM with diagrams. LPs appreciate the transparency.

Governance and Investor Protection

Good governance closes funds faster and avoids messy disputes.

  • GP vs. board: Cayman LPs don’t require a corporate board, but appointing independent directors to relevant entities or advisory boards adds credibility. Jersey/Guernsey/Lux boards are common and expected.
  • Advisory committee (LPAC): Representatives of key LPs review conflicts, valuations, key person events, and related-party transactions. Define quorum, voting thresholds, and reporting clearly.
  • Key person and removal rights: Named individuals must spend a minimum time on the fund. Provide “for cause” and “no fault” removal triggers for the GP and key person suspension mechanics. Follow ILPA-aligned norms unless you have a reason not to.
  • Valuation policy: ASC 820/IFRS fair value framework, frequency, internal vs. external valuation triggers, and audit interaction. Create a valuation committee if the portfolio is complex.
  • Side letters and MFN: Track obligations systematically. A sloppy MFN process can grant broader rights than intended.

Economics: Fees, Waterfalls, and GP Commitment

Institutional LPs want a clean, intelligible economic package.

  • Management fee: 2% on commitments is still common for mid-market funds, stepping down to 1.5% or 1% on invested capital or net asset value after the investment period. Credit or infrastructure may be lower; emerging managers sometimes need to flex.
  • Preferred return (hurdle): 8% is still the anchor in many buyout and growth funds, though ranges vary by strategy and market.
  • Carry: 20% remains standard; some niche or top-quartile managers negotiate 25–30%.
  • Catch-up and waterfall:
  • European waterfall: Return all contributed capital and preferred return at the fund level before carry. Safer for LPs.
  • American waterfall: Deal-by-deal carry with escrow/clawback. Faster carry to GPs but requires strong escrow/clawback protections.
  • GP commitment: 1–3% of commitments is normal. Large institutional seeders may ask for more alignment. You can finance a portion but expect disclosure and limits.

Example waterfall (European style): 1) Return of LP capital 2) Preferred return to LPs (e.g., 8%) 3) 100% catch-up to GP until GP has received 20% of total profits 4) 80/20 split thereafter

Avoid:

  • Excessive fund expenses (LPs will negotiate: transaction fees, broken deal costs, formation expenses cap)
  • Opaque offset language (spell out offsets for transaction, monitoring, and director fees)

Building the Operating Model

Operational readiness gets scrutinized in diligence. Set this up early.

  • Legal counsel: One onshore, one offshore. If you’re marketing in Europe, add local counsel for AIFMD filings. Choose lawyers who draft for your strategy daily.
  • Fund administrator: NAV calculation, capital call/distribution processing, investor statements, FATCA/CRS reporting. Pick a provider with strong PE references and a tech stack LPs can integrate with.
  • Auditor: Big Four helps with optics, but reputable mid-tier firms can be cost-effective and credible. What matters is PE experience and responsiveness.
  • Bank and custodians: PE doesn’t always need a full depositary (outside the EU), but safekeeping and cash monitoring must be addressed. Open bank accounts early—KYC onboarding can drag.
  • Directors and officers: Independent directors add credibility, especially for Cayman/Jersey/Guernsey entities. Define responsibilities and meeting cadence.
  • Compliance officers: AMLCO, MLRO, DMLRO in Cayman; equivalent roles elsewhere. Outsource if you lack in-house coverage, but ensure responsiveness.
  • Tech and cybersecurity: VDR for data room, secure email, MFA, portfolio monitoring tools, valuation models version-controlled. Cyber policies are now part of LP diligence packs.
  • Insurance: D&O, E&O/PI, crime, and cyber coverage. Premiums can be material; budget them early.
  • Policies: Valuation, conflicts, expense allocation, co-investment allocation, side letter management, cyber, and business continuity.

Subscription lines of credit:

  • Common for smoothing capital calls and boosting IRR optics; keep usage modest and disclose policies
  • Clarify cost of funds, LPA limits, and impact on waterfalls

Step-by-Step Launch Plan and Timeline

Here’s a pragmatic path I walk through with new managers.

Phase 1: Strategy and Soft Circle (4–8 weeks)

  • Define the fund thesis, target size, and pipeline. Build a five-page “fund teaser” and a track record table with DPI/TVPI/IRR, attribution, and role descriptions.
  • Soft-circle anchor LPs (family offices, fund-of-funds, strategic corporates). Aim for 20–30% of target fund at this stage.
  • Outline structure: domicile, feeders, blockers, GP/carry entities. Choose counsel and admin.

Deliverables:

  • Term sheet with headline economics and governance
  • Initial structure diagram
  • Draft marketing deck with team, strategy, pipeline, and risk factors

Phase 2: Formation and Documentation (8–12 weeks)

  • Form entities: fund, GP, carry, feeders, management company.
  • Draft PPM, LPA, subscription docs, side letter templates, valuation policy, and expense policy.
  • Begin manager registrations (U.S. ERA/RIA; UK/EU AIFM/NPPR filings; Cayman CIMA registration; FATCA/CRS GIIN).
  • Build data room: legal docs, DDQ, compliance policies, cybersecurity summary, audited track record (if available), team bios, references.

Deliverables:

  • Near-final docs ready for anchor LP review
  • Admin signed; audit engagement letter; bank accounts in progress
  • Compliance officers appointed

Phase 3: First Close and Onboarding (4–10 weeks)

  • Execute subscription documents, KYC/AML checks via admin, and accept commitments to hold first close.
  • Register the fund with the regulator (e.g., CIMA) if not pre-close.
  • Issue initial capital call for fund expenses, set up reporting schedule, and finalize portfolio investment committee procedures.

Deliverables:

  • First close press release (if appropriate)
  • Final bank accounts and payment rails tested
  • Compliance calendar live (regulatory filings, audit timeline, tax reporting)

Phase 4: Post-Close Operations and Scaling (ongoing)

  • Execute on pipeline; manage capital calls tied to actual needs.
  • Quarterly reporting: NAV statements, valuations, portfolio highlights, and risk updates.
  • Prepare for annual audit; manage fundraising for rolling closes if target not reached.

Fundraising and Marketing Rules

Marketing rules are where well-meaning teams stumble.

  • U.S. private placements:
  • Reg D 506(b): No general solicitation; rely on existing relationships. LPs self-certify accredited status.
  • Reg D 506(c): Allows general solicitation; you must verify accreditation (more compliance-heavy).
  • AIFMD (EU/UK):
  • Pre-marketing requires specific content and notifications. Cross the line and you trigger full marketing rules.
  • NPPR: Country-by-country filings and disclosures; depositary-lite for some jurisdictions.
  • Asia:
  • Jurisdiction-specific private placement rules (e.g., SFC in Hong Kong, MAS in Singapore). Avoid anything resembling retail promotion.

Documentation to get right:

  • Risk factors tailored to your strategy, not generic boilerplate
  • Track record attribution: spell out who did what; obtain prior employer permissions if needed
  • Performance presentation standards: GIPS-compliant presentation is ideal, or at least be consistent and conservative

Compliance, Reporting, and Ongoing Obligations

Post-close, the work shifts to predictability and precision.

  • AML/KYC: Obtain and refresh investor documentation; monitor PEP/sanctions screening.
  • FATCA/CRS: Register with the IRS for GIIN; file annual reports via local portals; designate responsible officers.
  • Regulatory filings:
  • Cayman: CIMA registration, annual FAR filings, audited financials
  • U.S.: Form ADV updates; Form PF for larger AUM thresholds
  • EU/UK: Annex IV reporting if under AIFMD/NPPR; SFDR disclosures if EU product or AIFM
  • Valuation and audit: Document methodologies, third-party references, and board/LPAC oversight. Align audit timelines with investor expectations (often within 120 days after year-end).
  • Side-letter obligations: Track notice rights, co-invest provisions, fee breaks, and MFN timelines. Use a system, not spreadsheets, once agreements proliferate.
  • ESG/SFDR: If marketing in or to Europe, expect SFDR alignment pressure. Even outside the EU, LPs increasingly request ESG reporting on incidents, diversity metrics, and climate risk.

Common Mistakes and How to Avoid Them

I see the same traps repeat across managers. Here’s how to sidestep them.

  • Choosing a jurisdiction your investors won’t accept
  • Fix: Ask anchor LP counsel for their preferred domiciles and structures. Don’t force novelty on institutional investors.
  • Launching docs before aligning economics
  • Fix: Agree management fee step-downs, preferred return, carry, GP commitment, and expense caps in a term sheet. Redrafting LPAs is expensive and delays closes.
  • Underestimating licensing/marketing lead times
  • Fix: Map each target market’s rules. Pre-marketing and NPPR filings can add weeks. Build this into your calendar.
  • Treating valuation as an afterthought
  • Fix: Draft a policy early. Define level-3 inputs, third-party support, and documentation standards. LPs will diligence this heavily.
  • Weak side-letter controls
  • Fix: Centralize obligations, set MFN windows, and clearly label which clauses are bespoke vs. MFN-eligible.
  • Overcomplicated structures for a first-time fund
  • Fix: Keep the diagram simple. Only add feeders/blockers required by actual investors. Complexity grows costs and errors.
  • Starving operations to save money
  • Fix: Allocate proper budget to admin, audit, compliance, and cybersecurity. LPs walk away from operational risk.
  • Noncompliant track record use
  • Fix: Get written permissions for prior deals and use precise attribution. Misrepresentation is a reputational cliff.
  • Ignoring UBTI/ECI/FIRPTA until due diligence
  • Fix: Set blocker policies and parallel fund logic upfront. Show LPs the tax playbook during fundraising.

Case Studies (Anonymized)

Case 1: First-Time Growth Equity Manager, Cayman Master-Feeder

  • Target: $150m, U.S. tax-exempt and non-U.S. LPs heavy; some U.S. taxable HNWIs
  • Structure: Cayman master fund; Cayman feeder for non-U.S./U.S. tax-exempt; Delaware feeder for U.S. taxable; Delaware GP; Cayman ELP for master
  • Considerations: Avoid UBTI for U.S. tax-exempt LPs using blockers for operating pass-throughs; 8% hurdle; European waterfall
  • Outcome: First close at $90m in 14 weeks; used a small subscription line capped at 10% of commitments; implemented a robust valuation committee with two independent advisors
  • Lessons: Emphasizing governance—independent directors and a clean valuation policy—shortened investor diligence and helped secure an anchor pension

Case 2: European Mid-Market Buyout, Luxembourg RAIF

  • Target: €500m, predominantly EU insurers and pension funds
  • Structure: Lux RAIF (SCSp) with authorized AIFM and full depositary; SFDR Article 8 alignment
  • Considerations: AIFMD passporting needed for broad EU marketing; SFDR disclosures at pre-contractual and periodic stages; depositary oversight on cash and assets
  • Outcome: 12-month raise with three closes; heavier ongoing costs offset by EU investor preference for AIFMD-compliant product
  • Lessons: For EU LP bases, a Lux RAIF with a strong AIFM partner reduced marketing friction and improved insurer comfort on solvency and risk reporting

Practical Tools and Templates

Term sheet essentials:

  • Vehicle(s), domicile(s), and structure diagram
  • Target size and hard cap
  • Management fee schedule with step-downs
  • Hurdle, carry, catch-up, and waterfall style
  • GP commitment and financing policy
  • Key person, removal, and suspension mechanics
  • Expense cap and list of manager-borne costs
  • Co-investment allocation policy
  • Valuation policy summary and audit timeline

Due diligence data room checklist:

  • PPM, LPA, subscription documents
  • Manager ADV (if U.S.), AIFMD filings (if EU/UK), CIMA registration
  • Policies: valuation, expense allocation, conflicts, side-letter management, AML/CTF, cyber
  • Track record with verification and methodology
  • Team bios, org chart, and compliance roles
  • Service provider engagements and SLAs
  • Insurance binders
  • ESG policy and sample reporting

Valuation policy skeleton:

  • Frequency: quarterly estimates; annual audit; more frequent for credit if needed
  • Methodologies: market comparables, DCF, third-party validations for material positions
  • Governance: valuation committee composition, LPAC oversight on conflicts
  • Documentation: workpapers, assumptions, and change log

Compliance calendar sample:

  • Quarterly: NAV, investor letters, AML refresh as needed
  • Semiannual/annual: audits, regulator filings (CIMA FAR, Form PF, Annex IV), FATCA/CRS
  • Ad hoc: material events, key person triggers, side-letter notices

Budget and Timeline: What to Expect

For a first-time Cayman master-feeder with institutional aspirations:

  • Upfront legal and structuring: $150k–$350k
  • Offering docs iterations and side letters: add $25k–$100k depending on negotiation volume
  • Admin onboarding: included in annual fee; implementation fee $10k–$30k
  • Annual admin: $80k–$200k+ tied to LP count, complexity, and reporting
  • Audit: $30k–$60k; more for complex portfolios
  • Directors/compliance officers: $10k–$25k per director; $15k–$35k for AML/compliance roles if outsourced
  • Insurance: $25k–$100k+ depending on coverage and limits
  • Timeline: 3–6 months to first close if you have soft-circled LPs; 6–12 months otherwise

Luxembourg RAIF baseline:

  • Upfront: €300k–€600k including AIFM onboarding, depositary, and legal
  • Annual: AIFM and depositary fees can each run into six figures for mid-size funds
  • Timeline: 4–9 months depending on AIFM, depositary, and marketing plans

These are ballpark numbers. Complexity, LP count, and your negotiation style move the needle.

Data Points Worth Keeping in Mind

  • Private capital AUM exceeded $13 trillion in recent estimates, with private equity around $5 trillion. Larger LPs are increasingly allocating to niche strategies, but operational scrutiny hasn’t eased.
  • Subscription credit facilities are used by a majority of buyout funds, typically 30–180 days outstanding; LPs now expect more transparent reporting on their effect on IRR and DPI.
  • ILPA’s principles continue to influence LP expectations on governance, fee transparency, and alignment; referencing them in your design signals maturity.

Advanced Considerations

  • Co-investments: Provide a clear allocation policy. LPs often want reduced or no fees/carry on co-invests. Don’t promise more than you can deliver.
  • Secondaries and GP-leds: If the fund may pursue continuation vehicles, outline conflicts management and fairness opinions in the LPA or side letter.
  • FX and multi-currency classes: If accepting multiple currencies, build equalization mechanics and clarify FX costs and hedging strategy in your docs.
  • ESG integration: Even if you’re not an Article 8/9 product, formalize an ESG diligence checklist and incident reporting. It’s increasingly part of LP ODD.
  • Cyber and data: Assume LPs will ask about encryption, MFA, vendor risk assessments, and incident response plans. Have a one-page summary ready.

A Walk-Through Example Structure

For a manager targeting $200m with U.S. tax-exempt and non-U.S. LPs plus some U.S. taxable HNWIs:

  • Cayman master fund (ELP)
  • Cayman feeder for non-U.S. and U.S. tax-exempt LPs
  • Delaware feeder for U.S. taxable LPs
  • Blocker corporation for U.S. operating pass-through investments (used as needed)
  • Delaware GP and carry vehicle; U.S. management company (RIA/ERA depending on AUM)
  • Independent directors appointed to the Cayman entities; administrator in Cayman with U.S. reporting capability
  • European waterfall, 2% management fee stepping down post-investment period, 8% hurdle, 20% carry with 100% catch-up
  • Subscription line capped at 15% with 180-day repayment limit, transparent reporting

This structure is familiar to most institutional LPs and gives flexibility for UBTI/ECI issues without overengineering.

Final Checklist

  • Investor map: Who are your LPs by type and jurisdiction?
  • Domicile match: Does your jurisdiction align with investor expectations and marketing plans?
  • Structure diagram: Does it solve for UBTI/ECI/FIRPTA and co-investments without overcomplication?
  • Economics: Are fee, hurdle, carry, and GP commitment competitive and clearly defined?
  • Documents: PPM, LPA, subs, valuation policy, expense policy, and side letter templates ready
  • Regulatory plan: Manager licensing, fund registration, NPPR/pre-marketing mapped and scheduled
  • Service providers: Counsel (onshore/offshore), admin, auditor, bank, directors, AML/compliance appointed
  • Operations: Capital call mechanics, subscription line policy, reporting calendar, audit plan
  • Compliance stack: AML/KYC, FATCA/CRS, Form ADV/PF or Annex IV as applicable, cyber and BCP
  • Fundraising discipline: Track record attribution, performance presentation standards, data room completeness
  • Side-letter control: MFN framework and obligation tracking system in place
  • Budget and runway: Cash for 12–18 months of operations, including insurance and regulatory fees

The managers who raise smoothly don’t chase exotic structures or cut corners. They build a jurisdiction and operating model investors recognize, keep the documents clean, and communicate clearly on governance and economics. If you can sit across from a skeptical LP and walk them through your structure, tax approach, and compliance in a few minutes—with specifics—your offshore launch will feel less like a maze and more like a plan.

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