When a fund spans more than one jurisdiction, its architecture is the work: onshore and offshore vehicles, master-feeder and parallel structures, and the tax and substance questions that decide if the whole thing holds together.
A Cayman corporate feeder is a passive foreign investment company for any taxable U.S. investor who holds it, which is why the taxable U.S. book enters a cross-border fund through a Delaware partnership while the offshore corporation serves everyone else: the non-U.S. investor who wants no U.S. return, and the tax-exempt investor whose unrelated business taxable income it blocks. The structure is the investor census drawn as a chart.
A Cayman private fund must register with CIMA within 21 days of accepting capital commitments and before it takes a contribution; an open-ended fund on the Mutual Funds Act's registered route needs a US$100,000 minimum subscription. A Luxembourg or Irish vehicle earns U.S. treaty access only if it passes the limitation-on-benefits article, which asks who owns it rather than where it sits, and AIFMD II, due in national law by April 2026, rewrote the rules on loan origination and liquidity tools.
We lead the drawing and coordinate locally admitted counsel for the opinions and registered office each jurisdiction requires. The firm has structured across borders since 2014 and has represented clients in matters before the SEC and the CFTC.
Choosing the right vehicles for the strategy and the investor base, Delaware partnerships and LLCs onshore and exempted vehicles offshore, so the form of each entity follows the function the fund needs it to serve.
Designing the multi-vehicle architecture itself, master-feeder for trading and open-ended strategies and parallel structures for closed-end private equity, along with the feeders that route taxable, tax-exempt, and non-U.S. investors into it.
Blocker corporations to manage unrelated business taxable income and effectively connected income, and treaty-aware routing for non-U.S. investors, built into the structure with tax counsel from the outset rather than patched on after the close.
Selecting offshore jurisdictions for the registered office and governing law, and mapping the economic-substance, licensing, and reporting obligations each one carries, coordinated with locally admitted counsel where local admission is required.
Aligning the structure with the marketing, registration, and adviser rules that apply across the jurisdictions it spans, including matters before the SEC and the CFTC, so a vehicle built for one market is not closed out of another.
Re-architecting an existing fund as its strategy, investor base, or regulatory footprint changes, by adding feeders, redomiciling a vehicle, or unwinding a structure, with the tax and consent consequences mapped before anything moves.
A Cayman private fund must register with CIMA within 21 days of accepting capital commitments and before any contribution is accepted, then needs a Cayman-approved auditor and audited accounts filed within six months of year end. The clock starts at the first commitment rather than the first close, which catches sponsors who sign early.
A taxable U.S. investor avoids a non-U.S. corporation because it is a PFIC. A tax-exempt investor wants one because it turns unrelated business taxable income into dividends. A non-U.S. investor wants one to keep effectively connected income, and the U.S. return that travels with it, off the desk. The census decides the feeders.
An offshore vehicle is generally there for tax neutrality and investor fit. Concealment has nothing to do with it. The vehicle comes with real obligations in substance, licensing, and reporting, and those have to be planned for from the start.
Cayman's economic substance test leaves the investment fund outside its scope but reaches a Cayman entity carrying on fund management business, so where the manager is a Cayman company the islands must be where it is directed and managed, with adequate people and premises there. The fund is exempt; its Cayman manager is not.
A partnership with effectively connected income withholds under section 1446 on each foreign partner's share at the highest rate, 37 percent for individuals and 21 percent for corporations, and a foreign partner's transfer of its interest carries 10 percent withholding under section 1446(f). A blocker changes those numbers; a feeder on its own does not.
The local-law opinions, registered office, and licensing in each offshore jurisdiction require counsel admitted there. We design and lead the structure and coordinate that local work, so the file holds together under one partner.
Before any vehicle is chosen, we map the actual commitment book: taxable U.S. investors, ERISA and other tax-exempt investors, and sovereign and non-U.S. investors. Each class dictates its own path into the fund, and the census, read against the strategy, is the brief the whole architecture is drawn from.
The big choices are settled at the drawing stage: master-feeder or parallel, Delaware paired with Cayman, Luxembourg, or Singapore, and blockers placed where UBTI or effectively connected income demands them. The structure is drawn as one chart, with the tax analysis and treaty routing decided before a single entity is formed.
The onshore partnerships, offshore feeders, and blocker corporations are formed in sequence across each jurisdiction, while locally admitted counsel delivers the registered office, licensing, and local-law opinions each home requires. One partner holds the chart, and every local piece is checked against it.
Governing documents, side letters, and subscription paths are conformed to the architecture so each investor closes into the vehicle built for it. Substance, reporting, and regulatory obligations are calendared at the same moment, because the structure locks when the commitments do.
A cross-border fund is drawn once and lived in for a decade, so we draw it as one thing.
The design of a fund whose investors, assets or manager sit in more than one country, so that each class of investor is taxed once, in the right place, and no vehicle is caught by a regime it was not built for. In practice it means a Delaware partnership for taxable U.S. investors, an offshore corporation or partnership for non-U.S. and tax-exempt investors, and a master vehicle underneath that holds the portfolio, with blockers inserted where unrelated business taxable income or effectively connected income would otherwise follow an investor home. The decisions are made before the first close and are expensive to revisit after it.
Because a U.S. partnership delivers a U.S. tax return to every partner, and some partners cannot accept one. A non-U.S. investor in a U.S. partnership with effectively connected income files a U.S. return and bears section 1446 withholding; a tax-exempt investor in a strategy that borrows earns unrelated business taxable income. An offshore corporation stands between those investors and the portfolio, pays no entity-level tax at home, and converts the income into something the investor can hold. Secrecy has nothing to do with it. A Cayman fund registers with CIMA, reports under FATCA and the CRS, and files audited accounts every year.
A master-feeder structure routes separate feeder vehicles into a single master fund that holds the investments, which keeps trading in one place. A parallel structure runs two or more funds side by side, investing pro rata in the same deals. Master-feeder suits open-ended and trading strategies; parallel structures are common in closed-end private equity. The right answer depends on the strategy, the investor mix, and the tax analysis.
Hart David Carson LLP structures across the jurisdictions sponsors use most, including the Cayman Islands, Luxembourg, and Singapore for offshore vehicles, alongside Delaware and other onshore homes, and we coordinate locally admitted counsel for the registered office, local licensing, and constitutional documents that each jurisdiction requires. The onshore and offshore halves are designed together rather than bolted on.
A blocker is an intermediate corporation inserted between certain investors and the fund's investments to change how income passes through for tax purposes, most often to shield tax-exempt investors from unrelated business taxable income or to manage a non-U.S. investor's effectively connected income. The investor, the asset, and the jurisdictions involved decide if a blocker helps, and the analysis belongs in the structure from the outset.
We design the cross-border structure and lead the engagement, and we coordinate locally admitted counsel in each offshore jurisdiction for the local-law opinions, registered office, and licensing that local admission requires. You work with one partner who holds the whole structure together while the local pieces are handled by counsel admitted where the work has to be done.
Formation and launch counsel for PE, venture, hedge, and real-estate sponsors, covering vehicle selection, limited partnership agreements, and the offering documents the structure is filled into.
Explore →Adviser registration and exemption analysis, marketing and solicitation rules, and the securities structuring that governs how a cross-border vehicle can raise and be marketed.
Explore →Subscription and NAV credit facilities for funds and lenders, the financing layer that has to align with the cross-border structure and the limited partnership agreement.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.