Private Mutual Funds in St Lucia
Background on St Lucia
St Lucia is located approximately 1,300 miles southeast of Florida, in the Windward
Islands. The island's first settlements and towns were all French. By 1814 the British
had taken over the Island by battle. Over the next century St. Lucia settled into the
stable democracy and multicultural society that it is today. St Lucia remained under the
British crown until it became independent within the British Commonwealth in 1979.
Despite the length of British rule, St Lucia’s French influence is still evident. The legal
system of St. Lucia is patterned after British Common Law and the Napoleonic Code of
Canada, with final Court of Appeal to the Privy Council. St. Lucia has a stable
democracy that is similar to Westminster style parliamentary democracy.
1. What is a Private Mutual Fund?
The International Mutual Funds Act, No. 44 of 1999 (the Act) defines a Mutual Fund
and allows for mutual funds to be established as –
(a)
(b)
a unit trust; or as
a company.
Our Guidance Notes will only discuss the requirements relevant to the Mutual Fund
Company.
Under the International Mutual Funds (Amendment) Act, 2002, a Private Mutual Fund
is defined to be a Mutual Fund where:(a)
(b)
(c)
The equity interests are held by not more that 100 persons;
the minimum investment in the Fund is US$50,000 per person; and
only persons who –
(i) have experience in the type of investment in which the fund is
interested; or
(ii) have signed a declaration that they, whether individually or jointly with
his or her spouse, have a minimum net worth in excess of
US$1,000,000; or
(iii)are members of an investment club; or
(iv) are international business companies;
may participate.
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2. Requirements for Registration
The Act does not prescribe any limits on the investment policy of a St. Lucia Mutual
Fund nor does it dictate portfolio requirements.
A Private Mutual Fund is not required to have any service providers (including
directors of corporate entities) in St. Lucia, other than the registered office and
registered agent. Therefore, each of the investment manager, the administrator, the
custodian/prime broker, investment adviser and any other service providers may be
located in any jurisdiction. An associate of Zetland Administration Limited is in a
position to provide fund administration services for a Private Mutual Fund. In addition,
Zetland Fiduciary Group is in a position to provide assistance in forming international
business companies in a variety of jurisdictions to take on the role of investment
manager, investment advisor, etc. It is recommended that the Private Mutual Fund
contract with a brand name custodian/prime broker.
A Private Mutual Fund must be registered with the Director of International Financial
Services. Upon approval, an official registration certificate is issued to the Private
Mutual Fund.
A Private Mutual Fund is allowed to carry on its business in or from Saint Lucia for a
period not exceeding 21 days without being registered. Thus registration can be
deferred until the fund is established and operating.
A Private Mutual Fund is entitled to be registered if it provides proof satisfactory to the
Minister that:(i)
(ii)
it is a private fund within the means of the Act, namely that it meets
the criteria above; and
it is lawfully constituted under the law in force in St. Lucia.
The requirement to be lawfully constituted under the laws of St. Lucia can be met by
setting up an international business company under the International Business
Companies Act.
The International Business Companies Act prescribes a very efficient regime for
international business companies, which can be incorporated on the same day that the
constitutional documents (the memorandum and articles of association) are filed with
the Registrar of Companies.
International business companies are tax-exempt entities in St. Lucia and there are no
restrictions regarding the use of the word ‘fund’ in the name of the company.
3. Dual Registration Possible
Where a Private Mutual Fund is registered under the law of a jurisdiction other than St.
Lucia, it may apply for registration if it satisfies the following requirements:(i)
it is a Private Fund within the meaning of the Act;
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(ii) it is lawfully constituted under the law of another jurisdiction; and
(iii) a written description of the nature and scope of its business is submitted to
the Minister.
4. Manner of Application
The application to register a Private Mutual Fund is in the form of an application form
to be completed supported by other documents and information. The application form
calls for the name, address and business activity of (a) the Manager, (b) the
Administrator (c) the Investment Advisor and (d) the Custodian.
Where the Fund is or has been registered, licensed or recognised or authorised under
any law or regulations relating to Mutual Funds, collective investment schemes/funds
or securities in any country or jurisdiction, it will be necessary to provide the following
information:



Nature of registration/authorisation.
Date of registration/authorisation and reference number.
Date of and reason for cessation of registration/authorisation (if applicable)
Country/Jurisdiction.
The application must be accompanied by:
(a)
CONSTITUTIONAL DOCUMENTS
-
(b)
SHAREHOLDERS DETAILS
-
(c)
Certified copies of Memorandum and Articles and Certificate of Good
Standing.
Full names, date and place of birth.
Addresses and citizenship
Bankers references and share ownership
Statutory Declaration in Standard Form.
DIRECTORS DETAILS
-
Name, date and Place of birth
Addresses and citizenship
Country of residence and length of residency
Educational and Professional qualifications
Employment history
Other items of a Resume
Statutory Declaration in Standard Form
Lawyer’s References
Accountant References
Banker’s References.
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(d)
FUNCTIONARY REFERENCES
- Personal and Banker’s References for each functionary (two of each)
(e)
FINANCIAL STATEMENT
-
Copy of applicant’s latest audited accounts and group accounts, where
applicable, for three (3) years immediately preceding year of application.
5. Proof of Classification - Private Fund
The Law requires submission of proof that the Fund is a private fund within the
meaning of the Act. This can be achieved by the Fund’s constitutional documents
containing a specific provision which states that it will have no more that 100 investors.
An explanation and proof of how the other requirements of a private mutual fund will
be met must be supplied. This is usually done by drafting and submitting an offering
document for review.
6. Costs and Fees
SETTING UP MUTUAL FUND
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
Preparation of Memorandum and Articles
Incorporation and establishment of IBC
Government Registration fee
Assistance with Private Mutual Fund Application
Drafting of Fund Administration and Fund Management Agreements
Assistance with preparing offering memorandum
Zetland Secretaries Limited taking role of Company Secretary
Correspondence address in Hong Kong
Company Seal
Courier
TOTAL
US$15,000
ADMINISTRATION
Zetland does not provide these services, but can make suggestions regarding the same.
ANNUAL MUTUAL FUND COMPANY MAINTENANCE COSTS
(i)
(ii)
(iii)
(iv)
(v)
Government Registration fee
Government IBC fee
Registered Office/Agent
Zetland Secretaries Limited taking role of Company Secretary
Correspondence address in Hong Kong
TOTAL
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$ 500
$ 300
$ 2,000
$ 2,000
$ 500
US$ 5,300
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