Governance & Investment Vehicles
Institutional-grade investment structures. Governance embedded at formation.
OUR PHILOSOPHY
Investment vehicles and fund structures are governance decisions before they are legal ones. The architecture of a fund — its jurisdiction, legal form, governance framework, and capital mechanics — determines what it can do, who it can serve, and how it will perform under regulatory and investor scrutiny.
We design and implement investment vehicles for principals, managers, and institutions that require structures built to institutional standards: legally robust, operationally coherent, and governed with the same discipline as the capital they hold.
01 — FUND & INVESTMENT VEHICLE FORMATION
Structuring investment platforms from first principles.
We advise on the selection, formation, and regulatory positioning of investment vehicles across European and international jurisdictions. Our work covers the full formation process — from structural design and legal documentation through to banking readiness and investor onboarding frameworks.
Advisory scope:
– Fund platforms and regulated vehicles: UK LP, Luxembourg RAIF and SICAV, Malta NAIF
– SPVs for real estate, private equity, venture, and private credit strategies
– Management entities and GP structures, including carried interest and remuneration frameworks
– Coordination with AIFM, depositary, administrator, and banking partners
– Regulatory positioning and ongoing compliance architecture
02 — GOVERNANCE FRAMEWORK DESIGN
Control, economics, and decision rights — embedded in documentation.
Governance is not a compliance requirement — it is the mechanism through which ownership intent is enforced over time. We design governance frameworks that reflect the actual decision-making structure of the principal and the vehicle, and translate that structure into enforceable legal documentation.
Governance advisory includes:
– Control rights, veto structures, and approval matrices embedded in constitutional documents
– Economic waterfall design: management fees, carried interest, co-investment, and distributions
– LP/GP relationship structuring and side letter coordination
– Board and committee design for investment vehicles and principal platforms
– Investor documentation and onboarding frameworks aligned with AML and regulatory standards
03 — CORPORATE & HOLDING ARCHITECTURES FOR INVESTMENT PRINCIPALS
Operating structures aligned with investment activity.
For principals engaged in active investment management or proprietary capital deployment, the operating entity structure — management companies, advisory vehicles, holding entities — must be designed with the same rigour as the investment vehicles themselves.
Advisory scope:
– Management company and advisory entity structuring across UK, Luxembourg, Malta, and Switzerland
– Integration of operating entities with fund and investment vehicle architecture
– Substance design and operational governance for management entities
– Alignment with tax residency, reporting obligations, and regulatory perimeter
04 — ONGOING STRUCTURAL GOVERNANCE
Maintaining structural integrity over time.
Investment structures require continuous oversight as regulatory frameworks, tax rules, and banking standards evolve. We provide periodic structural reviews and mandate-based recalibration to ensure that vehicles and governance frameworks remain compliant, efficient, and aligned with the principal's current objectives.
Ongoing advisory includes:
– Periodic regulatory and structural health checks across jurisdictions
– Coordination of annual compliance, reporting, and audit processes
– Structural recalibration following capital events, investor changes, or regulatory shifts
– Board- and LP-level advisory on structural amendments
ENGAGEMENT MODEL
Noira Advisory acts as lead advisor and structural coordinator across the formation and governance lifecycle of investment vehicles. We work alongside external legal counsel, tax advisors, fiduciaries, administrators, and banking partners. We do not provide legal representation, audit, or custody services.
Submit a Mandate Inquiry
Noira engages exclusively on a mandate basis.
Submissions are reviewed internally.
Advisory access is granted selectively.