Practice Areas: Corporate
As a full-service firm, Aibara & Reed provides support at every step, from the formation through the life of each fund. In addition to legal guidance, our services include: 
Domestic Investment Partnership Formation
(Investment Fund / Hedge Fund Formation): Investment Partnership Advice - Ascertain whether an investment partnership suits the manager’s needs
- Determine where to organize the investment partnership
- Tailor an investment strategy to specific markets, segments, or asset classes
- Ensure the investment partnership meets specific investors’ needs
- Maintain regulatory compliance for the life of the investment partnership
- Adapt the investment partnership to cope with changing circumstances
Investment Partnership Creation - Organize / create the partnership or company as a legal entity
- Prepare / draft applicable entity organizational documents
- Prepare / draft corresponding Limited Partnership Agreements
- Prepare / draft corresponding Operating Agreements
- Prepare / draft corresponding Subscription Agreements
- Prepare / draft Offering / Private Placement Memoranda
- Register with applicable state securities or “blue sky” laws
- Register with the Securities and Exchange Commission, if applicable
- Register with the National Futures Association (NFA) / Commodity Futures Trading Commission (CFTC), if applicable
Offshore / International Investment Partnership Formation (Offshore Investment Fund / Hedge Fund Formation): Offshore Investment Partnership / Company Advice - Ascertain whether an offshore investment partnership / company or a master-feeder structure suits the manager’s needs
- Determine the most advantageous domicile in which to organize the offshore investment partnership / company
- Tailor an investment strategy to specific global markets, segments, or asset classes
- Devise a proper strategy to avoid onerous tax issues for the investment partnership / company
- Ensure the offshore investment partnership / company meets the needs of specific global investors
- Maintain regulatory compliance with the domicile for the life of the offshore investment partnership / company
- Adapt the offshore investment partnership /company to cope with changing circumstances
Offshore Investment Partnership / Company Creation - Organize / create the investment partnership / company as a legal entity
- Prepare / draft applicable organizational documents
- Prepare / draft applicable Articles of Association
- Prepare / draft applicable Memoranda of Association
- Prepare / draft corresponding Subscription Agreements
- Prepare / draft Offering / Private Placement Memoranda
- Prepare / draft corresponding Investment Management Agreements
- Register under the domicile’s laws with the applicable regulators
Investment Advisor Registration and Compliance - Investment Advisor’s Act (1940) compliance
- Regulation D and Financial Industry Regulatory Authority (FINRA) compliance
- Securities and Exchange Commission registration
- State investment advisor or “blue sky” compliance
- National Securities Markets Improvement Act (1996) compliance
- Offshore / International domicile registration and compliance
- Exemptions and disclosure language requirements
- No Action letter preparation
- Anti-fraud and anti-money laundering regulation compliance
- Custody regulation compliance
- Investor qualifications compliance
- Affiliated brokerage compliance
- FINRA and state examination compliance
- Soft dollar regulations
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