Home / CY AIF Law of 2018 / PART VΙI: ALTERNATIVE INVESTMENT FUNDS WITH LIMITED NUMBER OF PERSONS / [124] AIFLNP legal forms, use of designation and characteristics.

124. AIFLNP legal forms, use of designation and characteristics

(1) An AIF may be established taking one of the following legal forms:

(a) as an investment company, registered subject to the Companies Law either as a company limited by shares or as a variable capital investment company∙ or

(b) as a limited partnership, with or without separate legal personality, registered subject to the General and Limited Partnerships and Business Names Law.

(2) Each AIFLNP authorised subject to the provisions of this Part shall include the term “alternative investment fund with limited number of persons” or “AIF with limited number of persons” or “AIFLNP” in its name, and, if the AIFLNP is established as -

(a) an investment company, the term “fixed capital investment company” or the abbreviation “F.C.I.C.”, or the term “variable capital investment company” or the abbreviation “V.C.I.C.”, as the case may be, shall also be included in its name∙

(b) a limited partnership, the term “limited partnership” or the abbreviation “L.P.” shall also be included in its name.

(3) The establishment of AIFLNPs is permitted only subject to the provisions of this Law.

(4) The AIFLNP shall not be managed by an AIFM or, in case it is internally managed, it shall not be subject to the Alternative Investment Fund Managers Law.

(5) In addition to what is stated in articles 59 and 69, the instruments of incorporation of the AIFLNP -

(a) shall specify that the fund is addressed only to professional and/or well informed investors∙

(b) shall limit the number of its unitholders, including joint unitholders, to a maximum of fifty (50) natural persons and, in case the unitholder is a legal person, the members or partners of the unitholder shall be taken into account for the calculation of the maximum of fifty (50) natural persons.

(6) The instruments of incorporation of the AIFLNP shall define the measures and the procedures employed to ensure compliance with the limitation of paragraph (b) of section (5) as to the maximum number of unitholders participating in the AIFLNP.

(7) The transfer of the AIFLNP units is void, in case of infringement of the maximum limit of persons participating in the AIFLNP, in accordance with section (5).

(8) The provisions of this Law shall apply to AIFLNPs, excluding the following -

(a) articles 4, 6(2), 8, 11, 12(1) to (3), 13, 14, 21, 24(1)(a), (2)(d)(v), (3) and (4), 26, 27(1), 40, 41, 45, 51, 52(1) to (3), 53, 56(2)(d) and (e), 57(1)(b) and (5), 58(1) and (2), 62, 63(1), (2), (3), (4) and (9), 64, 66(2)(d) and (e), 74(1), (2), (3) and (9) and 75∙ and

(b) Part III, Part IV, Part VI and Part VIII.

(9) The Securities and Exchange Commission may, by means of a directive, specify any technical matter or detail regarding the application of this article.