Section 5Part 2 — Registration
Requirement for registration
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Subject to subsection (3) and (6 ) , a private fund shall not carry on or attempt to carry on business in or from the Islands unless —
it has submitted an application for registration to the Authority in accordance with section 6 within twenty - one days after its acceptance of capital commitments from inve stors for the purposes of investments ;
the prescribed details in respect to the private fund are filed with the Authority ;
the prescribed annual registration fee under section 10 has been paid in respect of the private fund ;
it complies with any conditions of its registration imposed under section 7 ; and
it complies with the provisions of this Act .
A person who contravenes subsection ( 1 ) commits an offence and is liable on co nviction to a fine of one hundred thousand dollars.
A private fund may carry on or attempt to carry on business in or from the Islands without complying with subsection (1) if it is a private fund, not incorporated or established in the Islands, which makes an invitation to the public in the Islands to subscribe for its investment interests by or through a person who is the holder of a licence under the Securities Investment Business Act (2020 Revision), for a regulated activity specified by the Authority for the purposes of thi s subsection and —
those interests are listed on a stock exchange (including an over - the - counter market) specified by the Authority by notice in the Gazette; or
the private fund is regulated by a recognised overseas regulatory authority, approved by the Authority for the purposes of this subsection .
For the purposes of subsection (1) and section 3(1) , a private fund is carrying on or attempting to carry on business in or from the Islands if it is —
incorporated or established in the Islands ; or
incorporated or established outside the Islands and makes an invitation to the public in the Islands to subscribe for its investment interests ; a nd i t is in receipt of capital contributions from investors for the purposes of investments .
Subject to subsection
, a private fund, or any person authorised to act on behalf of a private fund, may engage in oral or written communications and enter into any agreements with high net worth persons or sophisticated persons who may have an interest in subscribing for or purchasing investment interests in the private fund, prior to the filing of a n application pursuant to section 6 with respect to such private fund with the Authority. ( 6 ) A private fund required to be registered under subsection (1) shall not accept capital contributions from in vestors in respect of investment s until it is registered by the Authority in accordance with section 7 .