Establishing a Legal Entity

This article covers the documentation requirements to set up a Limited Company that will manage the Private Investment fund. Links to guides are provided on on how to structure a Business Plan for the Limited company and what are the recommended sections to include when drafting the Prospectus.

Table of Content

Registering with a Management Company

The management company will set up a new company for you, and this new company will manage the Digital Assets Fund.

Business Plan

A business plan is the crucial because it serves as a roadmap for how the company will manage its affairs. A well structured business plan gives confidence to service providers and to attract investors.

A sample business plan for company who's primary objective is to manage a Private Investment Fund is provided HERE

Other Documents

A number of other documenst will be requested by the managemen company helping with the set-up of the company and the drafting of the Prospectus for the Private Fund

  • Notarized Copy of your Passport
  • Certified copy of your utility bill in your name and no older than 2 months
  • CV
  • A professional reference letter from a lawyer, accountant or bank
  • A certified copy of your bank statement no older than 2 months with your name and residential address

Company Name

When selecting a company name for your Crypto fund, the company house in Gibraltar might ask for an additional explanation about the chosen term to verify if it meets any licensing requirement. In general, a financial company in Gibraltar needs to be licensed; therefore, if you choose a name that suggests financial services, then you will need to provide a note explaining how the company will operate.  

A company operating a private fund in Gibraltar does not require a special license.

Parties Involved

  • Management Company - The management company should be your main point of contact when setting up the Limited Company
  • Legal Advisory - The legal advisors should be engaged to help with drafting and validating the Prospectus document for the Private Fund
  • Accounting Practice - The accounting practice should be engaged to produce and file annuals statutory accounts

Contacts for each of the parties are provided in the References section below

Constitutional Documents

These are the documents that set out legal structure and internal governance of a company

Articles of Association

The Articles of Association (often simply called "Articles") are a legal document that outlines the internal rules and regulations governing the operations of a company. They are one of the two key constitutional documents of a company, with the other being the Memorandum of Association. These documents are required when registering a company and must be submitted to the relevant government authority

The model for the articles of association for a company in Gibraltar are provided below.

The Model Articles of Association cover the following sections

  • Interpretation and Limitation of Liability
  • Director's Powers and Responsibilities
  • Decision-Making by Directors
  • Appointment of Directors
  • Shares and Distributions
  • Dividends and Other Distributions
  • Capitalization of Profits
  • Organization of General Meetings
  • Voting at General Meetings
  • Administrative Arrangements
  • Director's Indemnity and Insurance

The Management company and the Legal advisors provide support when drafting these

Memorandum of Association

The Memorandum of Association is one of the fundamental documents required when establishing a company under common law systems such as in the United Kingdom and many other countries. It serves as a company's charter or constitution and outlines the company's fundamental objectives, powers, and limitations

Opening a Bank Account

The cost to open a bank account for a Digital Assets Private Fund in Gibraltar is very high. The set-up fee is c. 10k EUR plus a maintenance fee of 20k per year. The banks also tend to charge a % of Assets under management. This might be reasonable for a large fund with high volume, but is overly expensive for a small fund.

To open a bank account, you will need to  prepare a letter addressing the following questions. Sample text is provided for each answer you can amend according to your needs.

Incoming Funds

Q: What will be the amount and frequency of incoming funds?

A: The target starting capital for the fund is 2.5mn, to be subscribed by 50 individuals with a minimum investment of 50k each. The majority of this will be via bank transfers in USD, EUR and GBP currencies. The fund has a maximum capacity of 50 investors. After the initial subscription, we estimate additional top-ups to be infrequent and far between. Around 0 to 5 per quarter.  

Outgoing Funds

Q: What will be the amount and frequency of outgoing funds?

A: Fund withdrawals are processed every quarter. Any withdrawals will be batched and processed at or around the quarter ends. The fund is limited to 50 investors. Therefore, we foresee the number of transactions to be below 50 and the amount of all transactions to be below 10% of the fund's net asset value. The minimum lock-up period is 90 days.

Entities receiving funds

Q: Details of Entities that will receive the funds?

A: Withdrawals will be processed to the same bank account from where the funds were deposited into the fund.

Jurisdictions remitting funds

Q: Jurisdictions that will be remitting the incoming funds?

A: Investors and funds are expected to come primarily from the UK, US, Germany, Netherlands and the rest of the EU.


A prospectus is a formal legal document that provides detailed information about an investment opportunity, such as a securities offering or a mutual fund. It is typically prepared by the issuer or the fund manager and is used to provide potential investors with essential information to make informed investment decisions.

The prospectus is an important document that estbalishes the relation between the Fund and the Investors. A detailed review of the sections that should be included in a Prospectus are covered HERE

Reference Letter Template


To: <<address of management company>>

Dear Sirs,
Re: Mr ………….
We confirm that Mr …………… of address at ……………………………….. has been
personally known to this firm for a period in excess of years and that we consider them
of good financial standing and repute.
In accordance with standard practice, although this reference is given in good faith no
responsibility is to attach to the writer or this firm in respect thereof.
Yours faithfully




Corporate Governance Code for Crypto Funds - GFIA

Gibro - Business Management Company in Gibraltar

Perez Rodriguez Trenado LLP - Legal Advisors in Gibraltar

Numerica - Accountany practice in Gibraltar