A Cyprus fund with a general partner and an external manager
Investors hold interests in a Cyprus alternative investment fund formed as a limited partnership, run by a general partner and managed by an authorised external manager; when no investor reaches 25%, the beneficial owner is found through control.
Ownership chart
- Sponsor owns 100% — General partner
- Owner of the manager owns 100% — External manager
- General partner owns 1% — AIF limited partnership
- Largest investor owns 20% — AIF limited partnership
- External manager: manages — AIF limited partnership
Investors who want a professionally managed pool can use a Cyprus alternative investment fund under the Alternative Investment Funds Law 124(I)/2018. The fund can be a common fund, an investment company or a limited partnership. In a limited partnership a general partner runs the business and carries unlimited liability, and the investors are limited partners, liable up to their contribution as long as they take no part in management.
An AIF is authorised by CySEC and has a depositary and an auditor. A registered AIF, or RAIF, is entered on a CySEC list instead of being authorised; it is open only to professional and well-informed investors and must be managed by an external manager fully authorised in Cyprus or elsewhere in the EU.
A fund like this can have no investor with 25%. The beneficial-ownership test then looks for control, which in a limited partnership sits with the general partner and the people behind it. Only when no natural person can be identified after every means has been tried, and nothing is suspicious, are the fund’s senior managing officials recorded instead.
Who is the beneficial owner
The largest investor holds 20%, so no investor reaches 25% and ownership names no one. The test then turns to control. The general partner runs the partnership and the limited partners take no part in its management, so the person who controls the general partner controls the fund. Here that is the sponsor, who owns the general partner; the sponsor's interest through its 1% is small, but the sponsor is the fund's beneficial owner by control. The external manager manages the investments under its licence and holds no interest in the fund. Had no natural person controlled the general partner, the fund would record its senior managing officials instead, with the steps taken to reach that conclusion.
| Person | Through shares | Through a role |
|---|---|---|
| Sponsor | 1% | — |
| Largest investor | 20% | — |
What each layer files and keeps
- 01
The investors
Subscription documents, evidence that each investor may invest (a registered AIF admits only professional and well-informed investors), identity and source of funds, and the register of limited partners, updated with every change.
- 02
The general partner and the manager
The general partner's registers, beneficial-ownership filing and annual confirmation, accounts and board minutes; the manager's authorisation, the management agreement, and the appointments of the depositary and the auditor.
- 03
The fund
Registration as a limited partnership with the Registrar, the CySEC authorisation or listing, the partnership agreement and offering document, audited annual reports, the partnership tax return due from 2026, and beneficial-ownership updates within 45 days of each net asset value calculation.
What to watch
- A registered AIF is listed by CySEC instead of authorised, in about a month, but it must be managed by an external, fully authorised manager and admits only professional and well-informed investors
- An investor whose share rises above 25% becomes a beneficial owner by ownership; the fund reports the change within 45 days of the next net asset value calculation
- A change in who owns or controls the general partner is a change in the fund's beneficial owner
- The partnership is transparent for tax, so profits are taxed in the partners' hands and each investor's own residence decides the result
- Real management sits with the licensed manager and the general partner; the investors do not run the fund
What the dossier keeps
- The fund chart, with the ownership of the general partner and of the manager
- The register of limited partners, reconciled with the beneficial-ownership filings after each net asset value calculation
- The partnership agreement, the offering document, and the management and depositary agreements
- The calendar of audited reports, the partnership tax return, beneficial-ownership updates and the annual confirmation
Jurisdictions in this structure
General information, not advice. Facts are stated as of the date on each page. Law, lists and rates change; the professional who acts for the entity confirms what applies to it. Chrysos performs no regulated act and gives no legal or tax advice.
- Registrar of Companies — Beneficial Ownership Register guidance, version 2.1
- Chambers — Investment Funds 2026, Cyprus
- Trident Trust — Summary of Cyprus's 2026 tax reforms
- EU Anti-Money Laundering Regulation (EU) 2024/1624 (EUR-Lex)
- Regulation (EU) 2024/1624, Article 53 — control (Springlex reading aid)
- Regulation (EU) 2024/1624, Article 63 — senior managing officials (Springlex reading aid)