A private fund.
A defined legal perimeter.
Partnership law, private-placement rules, independent signatures and tax planning—translated into one operating framework.
non-qualified offers / 12 months
non-qualified investors at one time
At a glance
Regulation & Licenced
LP
separate legal structure
2× / 3×
controlled signatures
Closed
private investor register
CPA
independent accounting
THE LEGAL LOGIC
Three rules hold the structure together.
Each rule answers a different risk: who owns the interest, who may receive an offer and who can move the assets.
01 · OWNERSHIP
Limited partnership
Case Capital acts as GP. Investors enter as LPs and hold their interests directly.
Liability is generally limited to contributed capital
02 · PLACEMENT
Private, not public
The structure stays outside a public prospectus while offers and investor counts remain within the applicable framework.
No public shareholder register
03 · CONTROL
Independent signatures
A trustee co-signs controlled account activity while an external CPA maintains the record.
No unilateral movement of assets
TWO FUND FORMATS
Same perimeter. Different ownership model.
Individual fund
Segregated fund
PROMISE → MECHANISM → EVIDENCE
Control is split across four roles.
No single participant owns, executes and verifies the same instruction.
Owner / LP
Approves the mandate and controlled movements
Case Capital / GP
Coordinates structure and execution
Trustee
Co-signs and holds the closed register
External CPA
Reconciles, reports and preserves evidence
WHAT CONTINUES AFTER LAUNCH
Private status still requires discipline.
01
Tax planning
Pass-through treatment and any non-resident exemption require individual analysis. A binding ruling may be sought before launch.
02
KYC / AML
Identity, source of wealth and sanctions screening move through manager, trustee and bank review.
03
Confidential records
The investor register is maintained privately and disclosed only when legally required.
04
Selective supervision
The ISA may request information or audit compliance with the private-placement framework.
IF THE ISA ASKS
A short evidence route.
Questions & fees
What must be clear before disclosure.
No. A compliant private structure does not publish its investor register. Records remain with the manager and trustee, subject to lawful requests.
Not necessarily. The answer depends on the activity, investor classification, communications and whether the structure remains within the private-placement framework.
The original framework described qualified investors as excluded from the stated private-placement count. Classification must be verified before any offer.
Account authority follows the signed mandate. Controlled movements require the agreed client, trustee and, where selected, additional approval.
This page is a concise overview, not legal or tax advice. Limits, classifications, licensing scope and tax treatment must be confirmed for the specific structure before any offer or transaction.
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