Twenty investors pay into Lantern Property Club. Its operator, Lantern Ltd, charges a fee to buy and manage office units as one portfolio and pays out the rental profits. The investors vote once a year on strategy but take no part in day-to-day management. Is the club a collective investment scheme under the SFO?
Paragraph (a) of the definition in Sch. 1 Pt 1 of the SFO has three limbs: participants do not have day-to-day control of the property 'whether or not they have the right to be consulted or to give directions'; the property is managed as a whole or the contributions and profits are pooled; and the purpose is to let participants share in profits or income from the property. An annual vote on strategy is not day-to-day control, and Lantern Ltd runs the club as a business for a fee, so the 'not by way of business' exclusion does not apply. 'Property' includes land, so office units count. Whether interests are offered to the public decides if SFC authorisation is needed under s.103 and s.104, not whether the arrangement is a CIS. Source: SFO (Cap. 571) Sch. 1 Pt 1, definition of 'collective investment scheme'; definition of 'property' (as at October 2026).
Thinking a vote or consultation right takes an arrangement outside the CIS definition. The definition expressly says such rights do not matter.
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