Recalde Law Firm / Fund Formation / Cayman Funds

Cross-border fund counsel

U.S. counsel for a Cayman fund, coordinated with Cayman counsel

Recalde Law leads the U.S. structuring and fund documentation for sponsors, managers, and family offices using a Cayman vehicle. Qualified Cayman counsel gives the Cayman legal advice and handles Cayman formation and CIMA registration. We do not practice Cayman law.

Discuss a Cayman structure How the work is divided

General information about how we work with clients. Not an offer of fund interests, and not Cayman legal advice.

Who this is for

Sponsors launching a fund, and investors reading one.

Sponsors and managers

You are choosing whether investors will have a redemption right, whether the program is one vehicle or several, and which documents have to exist before the first subscription. We lead the U.S. side of that work and sit with your Cayman counsel on the Cayman vehicle.

Investors and family offices

You have been shown a Cayman fund and need to know what the exit right actually is, where the money is invested, who operates the vehicle, and which U.S. tax and securities questions remain. We read the structure with you. We do not replace your tax adviser or the fund’s Cayman counsel.

Scope

What we lead, and what stays with Cayman counsel.

The useful division is simple. U.S. documents and U.S. regulatory analysis are our work. Cayman law, the Cayman entity, and the CIMA filing are Cayman counsel’s work. The two have to describe the same fund.

U.S. work we lead

  • Structure: which U.S. and Cayman vehicles hold the manager, the general partner or sponsor, and the investors, including feeder and parallel arrangements
  • U.S. fund documents: partnership or LLC agreements on the U.S. side, management agreements, private placement materials, subscriptions, and investor questionnaires
  • Offering exemptions, Investment Company Act exclusions, and the adviser’s U.S. registration or exemption position
  • Coordination with your tax advisers on classification, reporting, and information the investors will need — without a promise about the tax result

Cayman work for Cayman counsel

  • Cayman legal advice on the vehicle and on whether the Mutual Funds Act or the Private Funds Act applies
  • Formation of the Cayman company, partnership, or other vehicle
  • CIMA registration and the Cayman offering and constitutional documents
  • Cayman governance and licensing questions, including any securities-investment-business analysis. An exemption is not automatic

The decisions

Four questions worth answering before the first subscription.

Each of these is a separate note. None of them is a substitute for advice on a particular fund.

Exit rights Open-ended or closed-ended

Can an investor require redemption, or is capital committed until distributions and realizations? The statute usually follows that answer. The entity type does not decide it.

 Where the money goes Feeder or parallel

A feeder invests into another fund. Parallel funds invest alongside each other. International investors do not, by themselves, require either.

 Who does the work Board, GP, manager, administrator

The operator follows the legal form. The investment manager and the administrator are different seats. A manager outside Cayman is not an exemption.

 When cash moves Lock-ups, gates, and payment

A dealing date, a valuation date, and a payment date are three dates. Open-ended does not mean cash on demand, and a feeder cannot pay before it is paid.

How a matter usually proceeds

The order of the work, not a promised timetable.

Every fund moves at the speed of its documents, its service providers, and its regulators. What follows is the sequence we use. It is not a completion date.

1

Exit rights and the assets

We start with what investors can require, and whether the portfolio can support that timetable. Registration does not create the cash.

2

One vehicle, a feeder, or a parallel pair

We map where each investment sits and where each fee is charged, including affiliate arrangements and offsets.

3

U.S. documents and U.S. regulatory analysis

Offering exemptions, the Investment Company Act, the adviser’s position, and coordination with your tax advisers on the information investors will need.

4

Cayman counsel on the Cayman vehicle

Formation, Cayman legal advice, governance appointments, and CIMA registration stay with qualified Cayman counsel. We coordinate. We do not replace them.

Further reading

The series, and related U.S. notes

Open-ended vs. closed-ended: start with the exit rights Feeder vs. parallel: how the investment flows differ Board, GP, manager, and administrator Lock-ups, gates, suspensions, and payment timing Why institutional funds use a Cayman feeder Fund formation and other private vehicles ECI and offshore fund structuring What managers miss in a subscription agreement

Consultation

Tell us what you are launching or reading.

A short description is enough to schedule a conversation. No commitment is required. Please do not include confidential terms, investor names, or documents.

Submitting this form does not create an attorney-client relationship. Do not include confidential information. This page is general information, not legal, tax, or investment advice, and not an offer of fund interests or of securities. Recalde Law Firm does not practice Cayman law and does not act as an investment adviser, broker-dealer, placement agent, or fund administrator. Cayman legal advice, formation, and registration are handled with qualified Cayman counsel. We do not promise a tax result or a launch date.

You can also write to rafael@recaldelaw.com. U.S. vehicles that are not Cayman are on Fund Formation.