We are 2 partners looking to launch an Offshore Forex Fund for European and Latin American investors primarily.
We are would like to know how the structure needs to be set up since one of us is based in the US and the other in a European country.
So far we understand that the management company should be in an Island (Bahamas, Cayman…).
- Do we have to open an Advisor in the US and a Research in the European country, so we both can get paid by the main Management company?
- When opening an Advisor in the US, Do we have to be registered with the SEC?
Many thanks
1) In the US to trade FX, you (almost) need to have a company registered as a CTA or a CPO and have at least one registered person in the group. This essentially means that you send a small amount of money (<$1000 total) to the MFA. Then someone has to go pass the Series 3 exam. Passing the Series 3 exam should be very simple. You could get out of this step if you were just going to trade Interbank bank markets, never EFP, etc. but it’s just not smart.
2) The domicile of the "management company" is not so important, however if you want to do this I strongly urge 2 management companies of which you are both equal partners. One management company owns the intellectual property and the other is the GP in your fund and gets allocations from others investors. If you separate ownership of the intellectual property from the way you get paid, you get a structure that will save you endless hassle as you try to expand.
3) In the US at least, you don’t get taxed on the trading profits and management fees allocated to the GP of the offshore entity until you repatriate the money. There is no reason to have an entity in the US to get paid. You just do a distribution from the GP of your fund to each partner by wiring it into your bank accounts offshore (BTW – unless you are loaded with money for start-up expenses and care about the prestige, I think British Virgin Islands is the way to go – prestigious enough and lots less money for start-up than Cayman, Bermuda, etc.).
4) Eventually you will have to be registered with the SEC when you get enough money onboard if you have an Advisor in the US. There are exclusions for small funds. I personally believe that you should welcome SEC supervision because it is not too onerous, it’s actually helpful to think of all the things that the SEC requires (they care about policies and procedures and trading FX is simple if you do 20 things right but doing any one thing wrong enough can kill you so policies and procedures are things that should be near and dear to you anyway), and SEC compliance is good for investor confidence.
Good luck!
Edit: Disagree with spirit. I went through this myself and the problem is that the information you need is expensive and not worth the money. Digging it up on places like this is smart.
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