The Perimeter Line — How CII Holds the Exemptions

perimeter operating-model compliance governance FPO-Art-52

The Common Interest Exemption is real, but it is held together by discipline, not by form. Everything on this page is a commitment CII makes about where its own work stops and the issuing CIC’s work begins. The point is simple: if CII never communicates the promotion, never holds the money, and never arranges the deal, it never crosses into regulated territory. This document sets out exactly who does what — the line we hold, and how we prove it.

Who Communicates

The issuing CIC communicates. CII never does.

  • Every financial-promotion message to an investor is issued and signed by the CIC’s directors, who take personal statutory responsibility under Article 52(3) FPO. The “sender” shown on every communication in the portal is the CIC.
  • CII does not email investors, build promote lists, or say “invest in these CICs.” CII provides the templates and the portal; the CIC chooses, signs, and sends.
  • CII maintains a closed-group portal/tool the CIC uses to reach its own common interest group. CII does not create, solicit, or expand that group on the CIC’s behalf.

Where the Money Flows

Investor money never passes through CII.

  • Money flows directly: investor → CIC bank account, and onwards from the CIC as the issuer controls.
  • CII is never a party to money movement or a payment intermediary.
  • CII does not pool funds. Each raise is a separate, direct transaction between the investor and the CIC. Pooling would risk an unregulated collective investment scheme; direct flows keep CII outside that activity.

Who Holds the Money

The CIC holds the money in its own bank account. CII holds no client money at any point. There is no CII wallet, escrow controlled by CII, or settlement that depends on CII acting as an agent. The portal must not be structured so that arranging the deal or handling payments depends on CII.

Who Offers, Who Chooses

It is a dual-step model — three parties, each with one clear role:

  1. CII verifies — structural checks (CIC legal status, governance, articles, CIC34 report, director checks). This is verification, not recommendation.
  2. The issuer offers — the CIC decides what to offer and communicates it to its own group.
  3. The investor chooses — CII provides no recommendation, no “suitable for you” language, and no ranking.

CII supplies the standardised documentation and the platform. It does not select offers, rank them, or advise which the investor should back. Any such language would destroy the “not recommending / not arranging” defence.

The Fee Model

  • All CII fees are flat, fixed, and published — set fees for verification, per-raise compliance pack, portal, and threshold monitoring. The amount does not depend on the outcome of the raise.
  • No success-based cut by amount raised. No carried interest. No “fee only if the raise succeeds.”
  • Fees are charged to the issuing CIC (the customer), not deducted from investor money.

What CII Does Not Do (the exclusion list)

  • Does not communicate financial promotions (never the sender/communicator).
  • Does not advise on investments or recommend a particular raise.
  • Does not arrange or effect deals.
  • Does not handle or hold investor money.
  • Does not pool funds.
  • Does not operate a public-offer platform yet — that is a POATR 2024 laid-out future route for offers above £5m, taken only when scale justifies becoming a regulated operator.

How the Line Is Proven

Site promises must be provable by practice, so CII keeps an audit trail:

  • Every communication logged with the CIC as issuer-sender, timestamped, and retained.
  • Money route evidenced (investor → CIC bank) with CII absent from the flow.
  • Flat fee schedule published and held; any change is versioned and public.
  • Compliance Committee reviews the line quarterly against new activity, and publishes a report.

If CII ever organises the investor↔issuer pipeline, matches parties, or curates offers to investors directly, it must stop calling itself non-deal-arranging — that is the moment the perimeter is crossed.

Status

This is an operational commitment reflecting the legal review (Legal & Regulatory Review — Debt & Equity). It is analysis that CII implements, not a legal opinion. A qualified solicitor is reviewing the framing of the underlying exemptions before any offer is marketed; this page and the whole perimeter are part of that review.

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