Gibraltar's fund routes
Gibraltar distinguishes private schemes under section 293(4)(b) and Schedule 24 Part 2 of the Financial Services Act 2019 from Experienced Investor Funds (EIFs) under the Financial Services (Experienced Investor Funds) Regulations 2020. A private scheme is not GFSC-authorised as a collective investment scheme; an EIF is a regulated scheme with its own establishment and notification requirements.
Private schemes: participants and promotions
A private scheme's constituting instrument must not authorise more than 50 participants. Separately, a qualifying private promotion must be communicated to no more than 50 persons, not to the general public, and must satisfy the other conditions in Schedule 24. These are two different limits, not a single “50 offers” rule. The private-scheme definition also requires that the scheme not be listed on a stock exchange. The promotion exemption includes a one-year private-scheme condition. An investment manager may separately have AIFM obligations.
An EIF must appoint a GFSC-authorised administrator. For private schemes, the 2025 AIFM rules impose a local Part 7-licensed administrator requirement on qualifying self-managed small AIFMs (and through an external AIFM where regulation 10A applies); the GFSC can grant specified exemptions or permit a licensed company manager instead. Classify the vehicle and manager first. Do not assume every private scheme has the same administration, custody or manager requirements. A company that is a collective investment scheme may also have a Companies House notification and annual-return statement obligation.
Experienced Investor Funds
EIFs are governed by the Financial Services Act 2019 and the Financial Services (Experienced Investor Funds) Regulations 2020. The regime permits establishment without a prior GFSC approval process, subject to its establishment notification and ongoing regulatory requirements. An EIF must appoint a qualified GFSC-authorised administrator and a Gibraltar registered auditor. Its governance and notification documents must meet the EIF Regulations.
Eligibility has several routes under regulation 3: relevant investment professionals and qualifying entities or individuals with sufficient net assets; professional clients under Gibraltar investment-services rules; a €100,000 investment together with the required certification or solicited advice; and a €50,000 investment with qualifying professional advice and written confirmation. The investment amounts alone are not a universal minimum subscription or a complete investor test.
Comparison at a glance
| Issue | Private scheme | EIF |
|---|---|---|
| Scheme status | Not GFSC-authorised as a CIS category; manager rules may apply | Regulated EIF regime; establishment notification required |
| Participation / promotion | Constitution limited to 50 participants; private promotion to no more than 50 persons subject to conditions | Experienced-investor eligibility under regulation 3; no equivalent 50-person private-promotion rule |
| Administrator | Depends on AIFM classification and any GFSC exemption | GFSC-authorised administrator required |
Manager and marketing analysis
Most schemes require separate consideration under the Gibraltar AIFM Regulations 2020. The 2025 local-administrator and safe-custody rules apply in their specified configurations, not because a fund invests in a particular asset class. Gibraltar funds do not have an EU AIFMD marketing passport. Marketing into an EU member state requires analysis of that state's national private-placement regime and any other applicable restrictions.
Choosing a structure
Private schemes can suit a small, identified investor group if the constituting instrument, promotion and manager rules are met. EIFs can suit a broader experienced-investor base. Moving between them is a restructuring question requiring Gibraltar legal advice and, where relevant, GFSC engagement; there is no automatic conversion or presumed grandfathering of investors.
Timing and costs
Timing and cost depend on legal structure, investor eligibility, service providers, banking and GFSC filings. We will give a proposal for a specified structure rather than quote an unsupported statutory approval period. Companies House Guidance Note 31 (July 2026) outlines the current framework.