Our London office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, England, advises fund sponsors, managers and institutional investors on the establishment, operation and ongoing compliance of investment funds and management platforms in England and Wales and for cross‑border activities.

Overview

Fund and investment management activity in England and Wales sits within a well‑developed regulatory and commercial framework. Sponsors must align vehicle choice, regulatory regime, tax efficiency and investor expectations at formation. For managers operating across borders, post‑Brexit arrangements require careful navigation of host‑state marketing rules and local investor protection regimes.

Structuring and regulatory compliance

Key structuring decisions include fund vehicle selection (company, limited partnership, LLP, unit trust or authorised fund), designation of the manager (AIFM or internally managed fund), and the appointment of depositary or trustee functions where required. Regulatory touchpoints typically include:

• FCA permissions or notifications for authorised funds, AIFMs and authorised persons;
• Registration and regulatory filings with Companies House (where applicable);
• Compliance with investor protection rules, AML/KYC obligations and market conduct requirements under the Financial Services and Markets Act 2000 and the FCA Handbook.

Tax structuring and reporting (UK withholding, reporting obligations and carried interest arrangements) should be considered at the outset to preserve commercial economics and avoid unintended exposures.

Operational, governance and commercial considerations

Operational resilience and clear governance are critical to investor confidence. Common operational workstreams include drafting and negotiating:

• Limited partnership agreements, subscription agreements and side letters;
• Investment management agreements, management company constitution and remuneration policies;
• Service provider mandates for depositary/custody, fund administration, valuation agents and auditors;
• Investor communications, NAV mechanics and liquidity management policies.

ESG, stewardship and disclosure expectations are increasingly material. Managers should integrate ESG due diligence, policy documentation and appropriate disclosure aligned with FCA guidance and international investor expectations.

Practical checklist for sponsors and managers

1. Decide the fund vehicle and governing law (partnership vs corporate wrapper).
2. Determine whether the fund requires an authorised manager or can be internally managed.
3. Identify and appoint depositary/trustee and administrator with appropriate service‑level agreements.
4. Complete AML/KYC, FATCA/CRS and investor onboarding procedures.
5. Agree valuation, fees, carried interest and distribution mechanics in the principal fund documents.
6. Review tax structuring with HMRC considerations and relevant double taxation treaties.
7. Implement conflict management, governance and ESG policies, and prepare investor reporting templates.
8. Plan cross‑border marketing/compliance steps for target jurisdictions early.

Jurisdiction and sources

Primary official sources and regulators you should consult include:

• Financial Conduct Authority (FCA)
• HM Revenue & Customs (HMRC)
• Companies House
• HM Treasury
• Financial Services and Markets Act 2000 (legislation.gov.uk)

If assets, transactions or parties are located in Scotland or Northern Ireland, confirm any devolved or local legal issues (for example, Scottish property law and trust concepts) as they can affect structuring and enforcement.

General information only; not legal advice and not a substitute for advice on a particular matter.