The sole objective of an ICIS is the collective investment of funds of unit holders governed by the International Collective Investment Schemes Law, 47(I)/1999. Under the law a unit holder is the owner of units (share, participation or interest in a scheme).
A unit holder may be:
a) an ICIS, or
b) an international business company (“offshore enterprise”), or
c) a person not being a permanent resident of Cyprus for the purposes of the Exchange Control Law.
Legal forms of an ICIS
An IClS can take the following legal forms:
- International fixed capital company
- International variable capital company
- International unit trust scheme, and
- International investment limited partnership
All four types of ICIS may be established with limited or unlimited duration and may be structured in such a way as the promoters may determine, provided however, that adequate protection is in place for the unit holders.
Types of ICIS
Depending on the investment policy and the particular investment objectives, an ICIS may be designated as:
- An ICIS marketed to the general public;
- An ICIS marketed solely to experienced investors; or
- A private international collective investment scheme (100 or less investors)
ICIS Marketed to the General Public
ICISs marketed to the general public do not need to have a minimum subscription. However, International Fixed Capital Companies and International Variable Capital Companies have minimum share capital requirements. The offering memorandum to be addressed to the public must be approved by the Central Bank.
ICIS Marketed Solely to Experienced Investors
The minimum subscription by investors in ICISs which are marketed solely to experienced investors is USD 50.000.
A private international collective investment scheme means a scheme which by its constitutional documentation restricts the right to transfer its units and limits the number of its unit-holders to one hundred. A private ICIS is prohibited from making any invitation in any part of the world to the public to purchase units in the scheme.
The Central Bank regards a private ICIS as a private arrangement, and therefore because it needs less regulation it is not obliged to appoint a manager or a trustee. Also, a private ICIS does not have a minimum subscription requirement.
International Fixed Capital Company
This is an International Investment Company that is incorporated under the companies law and recognized to operate as an international fixed capital company by the ICIS law. Its assets and unit holders are non residents of Cyprus and the share capital of the company cannot increase or decrease. Initial minimum capital has been set to US$100,000 which will be marketed to the public or to experienced investors. Fixed capital companies which are private international collective investment schemes having 100 or less investors are exempted from this requirement.
International Variable Capital Company
This is an International Investment Company that is incorporated under the companies law and recognized to operate as an international variable capital company by the ICIS law. Its assets and unit holders are non residents of Cyprus and the share capital of the company may vary according to the investors participating in or exiting the company. That means that the amount of the share capital of the company shall be equal to the net asset value of the shares of the company at any time in issuance and that the share capital of the company may be divided into a specified number of shares without assigning any nominal (par) value.
International Unit Trust Scheme
This is an International trust created under the International Trusts Law recognised to operate as an international unit trust scheme by the ICIS law.
A trust is legally defined as a relationship created by a person (the settlor) who places assets under the control of the trustee for the benefit of a third party (the beneficiary). These assets are like a separate “fund” and are not part of the trustee’s own estate. The title of the trust assets stands in the name of the trustee and the trustee is empowered and duty bound to manage the assets held in trust in accordance with the terms of the trust agreement.
Under section 2 of the International Trust Law, a trust qualifies for a Cyprus International Trust where:
- the settlor is not a permanent resident in Cyprus;
- at least one trustee is a permanent resident in Cyprus;
- no beneficiaries are permanent residents in Cyprus; and
- the trust property does not include any immovable property in Cyprus.
International Investment Limited Partnership Scheme
This is a limited partnership that is registered under the Partnership and Business Names Law and which is recognised to operate as an international investment limited partnership by the ICIS law.
The partnership must appoint a general partner who acts as the manager of the fund and who is responsible for any debt and obligations of the scheme that may arise. Limited partners are also members of the scheme and their liability is limited to the amount they have contributed to the scheme. A legal entity can also be a partner with limited liability.
The partners or unit holders of the fund that have limited liability should not take part in the conduct of the business of the scheme or have the power to contract on behalf of the international investment limited partnership. All contracts, deeds, instruments, letters and documents whatsoever shall be entered into, drafted, signed and executed by the general partner on behalf of the international investment limited partnership.
Under the law 47(I)/1999 regulating ICIS, the Central Bank has been designated as the regulatory and supervisory authority of ICIS. Other laws which are in force and applicable to the ICIS are the Cyprus Companies Law, the Business Names Law (except from those parts which are specified by the law), and the International Trust Law.
In order to establish an ICIS the prior approval of the Central Bank of Cyprus (the Bank), as the regulatory and supervisory authority for ICIS, their managers and trustees, has to be obtained.
In order to obtain such approval, the Bank must be provided with such information so as to be satisfied as to the competence of the directors, promoters, managers or trustees, as the case may be, and that their probity is such as to render them suitable to act in their respective capacities.
Procedure for the Setting-up of International Collective Investment Scheme
An ICIS must be approved by the Central Bank of Cyprus, the regulatory and supervising authority for the schemes, for their managers and their trustees, if applicable.
To this end, a written application to the relevant supervising authorities must be submitted as follows:
- In the case of an international fixed capital company and an international variable capital company the written application must be submitted by or on behalf of the company.
- In the case of an international unit trust the written application must be submitted by the trustee of the trust.
- In the case of an international investment Limited partnership the written application must be submitted by or on behalf of the limited partnership.
In order to recognise the scheme, the Central Bank must be satisfied that:
- The directors, the promoters, the managers, and the trustee of the scheme are competent and honest, and that the manager, the general partner, and the trustee (as the case may be) act independently of one another.
- The manager meets the necessary requirements as per the legislation and the regulations.
- The trustee meets the requirements as per the legislation and regulations
- The general partner meets the requirements of a manager.
- The name of the scheme is not undesirable
Furthermore, the Central Bank must be satisfied that the constitutional documentation and the offering memorandum of the scheme contain the information prescribed by the Central Bank and that they are in an acceptable form.
Statutory Application Fees
- US$ 1,500 for schemes which will be marketed to the general public;
- US$ 1,000 for schemes which will be marketed only to experienced investors;
- US$ 500 for private international collective investment schemes
Statutory Inspection Fees
An annual supervisory fee is applied for each type of recognized scheme which is equivalent to the application fee indicated above, i.e. US$1,500 for schemes marketed to the general public, US$ 1,000 for schemes which will be marketed only to experienced investors and US$ 500 for private international collective investment schemes
For more information and fees please contact us!