Irish Collective Asset-Management Vehicles Act 2015


Number 2 of 2015


IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015

REVISED

Updated to 21 September 2018


This Revised Act is an administrative consolidation of the Irish Collective Asset-Management Vehicles Act 2015. It is prepared by the Law Reform Commission in accordance with its function under the Law Reform Commission Act 1975 (3/1975) to keep the law under review and to undertake revision and consolidation of statute law.

All Acts up to and including Companies (Statutory Audits) Act 2018 (22/2018), enacted 25 July 2018, and all statutory instruments up to and including Companies (Statutory Audits) Act 2018 (Commencement) Order 2018 (S.I. No. 366 of 2018), made 19 September 2018, were considered in the preparation of this Revised Act.

Disclaimer: While every care has been taken in the preparation of this Revised Act, the Law Reform Commission can assume no responsibility for and give no guarantees, undertakings or warranties concerning the accuracy, completeness or up to date nature of the information provided and does not accept any liability whatsoever arising from any errors or omissions. Please notify any errors, omissions and comments by email to

revisedacts@lawreform.ie.


Number 2 of 2015


IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015

REVISED

Updated to 21 September 2018


Introduction

This Revised Act presents the text of the Act as it has been amended since enactment, and preserves the format in which it was passed.

Related legislation

This Act is not collectively cited with any other Act.

Annotations

This Revised Act is annotated and includes textual and non-textual amendments, statutory instruments made pursuant to the Act and previous affecting provisions.

An explanation of how to read annotations is available at

www.lawreform.ie/annotations.

Material not updated in this revision

Where other legislation is amended by this Act, those amendments may have been superseded by other amendments in other legislation, or the amended legislation may have been repealed or revoked. This information is not represented in this revision but will be reflected in a revision of the amended legislation if one is available.

Where legislation or a fragment of legislation is referred to in annotations, changes to this legislation or fragment may not be reflected in this revision but will be reflected in a revision of the legislation referred to if one is available.

A list of legislative changes to any Act, and to statutory instruments from 1982, may be found linked from the page of the Act or statutory instrument at

www.irishstatutebook.ie.

Acts which affect or previously affected this revision

Companies (Statutory Audits) Act 2018 (22/2018)

All Acts up to and including Companies (Statutory Audits) Act 2018 (22/2018), enacted 25 July 2018, were considered in the preparation of this revision.

Statutory instruments which affect or previously affected this revision

European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016 (S.I. No. 312 of 2016)

Irish Collective Asset-management Vehicles Act 2015 (Section 149(2)) (Relevant Jurisdictions) (Amendment) Regulations 2016 (S.I. No. 45 of 2016)

Irish Collective Asset-management Vehicles Act 2015 (Section 145(2)) (Relevant Jurisdictions) (Amendment) Regulations 2016 (S.I. No. 44 of 2016)

Irish Collective Asset-management Vehicles Act 2015 (Section 149(2)) (Relevant Jurisdictions) Regulations 2015 (S.I. No. 372 of 2015)

Irish Collective Asset-management Vehicles Act 2015 (Section 145(2)) (Relevant Jurisdictions) Regulations 2015 (S.I. No. 371 of 2015)

Irish Collective Asset-management Vehicles Act 2015 (Fees) Regulations 2015 (S.I. No. 259 of 2015)

Irish Collective Asset-management Vehicles Act 2015 (Forms) Regulations 201 (S.I. No. 258 of 2015)

Irish Collective Asset-management Vehicles Act 2015 (Commencement) Order 2015 (S.I. No. 85 of 2015)

All statutory instruments up to and including Companies (Statutory Audits) Act 2018 (Commencement) Order 2018 (S.I. No. 366 of 2018), made 19 September 2018, were considered in the preparation of this revision.


Number 2 of 2015


IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015

REVISED

Updated to 21 September 2018


CONTENTS

PART 1

Preliminary and General

Chapter 1

Preliminary

Section

1. Short title and commencement

2. Definitions

3. Power to make regulations

4. Expenses

Chapter 2

Creation of ICAVs and carrying on of business

5. Creation of ICAV with limited liability

6. Instrument of incorporation

7. Registered office and head office

8. Carrying on of business

PART 2

Registration and Authorisation of ICAVs etc.

Chapter 1

Registration

9. Registration order

10. Application for registration order

11. Contents of statement required by section 10(2)(b)(ii)

12. Making of registration order

13. Requirements referred to in section 12(1)(a)(ii)

14. Registration of certain matters following making of registration order

15. Commencement of registration order

16. Decision to refuse registration order

Chapter 2

Authorisation and approval

17. Authorisation

18. Application for authorisation

19. Grant of authorisation

20. Decision to refuse authorisation

21. Appointment and approval of depositary

22. Application for approval of management company

23. Approval of management company

24. Refusal to approve management company

25. Authorisation or approval not a warranty

26. Revocation of authorisation

27. Imposition of conditions by Bank

28. Prohibition on carrying on business as ICAV unless authorised etc.

Chapter 3

Names and changes in instrument of incorporation

29. Name of ICAV

30. Approval for change of name

31. Alteration in instrument of incorporation

Chapter 4

Execution of documents, seals, etc.

32. Execution of documents

33. Common seal

34. Official seal for share certificates

Chapter 5

Sub-funds of umbrella funds

35. Segregated liability of ICAV sub-funds

36. Requirements to be complied with by, and other matters respecting, an umbrella fund

37. Further matters about umbrella funds

PART 3

Shares and Debentures etc.

38. Power to issue shares and debentures

39. Share certificates

40. Evidence of share certificate

41. Nature of shareholding

42. Transfer of registered shares

43. Refusal to register transfer of shares

44. Certification of transfer of shares

45. Transfer: supplementary

46. Power to purchase own shares

47. Treatment of purchased shares

48. Membership

49. Register of members

50. Inspection of register of members

51. Consequences of failure to comply with requirements as to register owing to agent’s default

52. Rectification of register

53. Trusts not to be entered on the register

54. Register as evidence

55. Power of members to complain of oppressive conduct

PART 4

Directors and Other Officers

Chapter 1

Appointment, removal etc.

56. Number of directors

57. Secretary

58. Prohibition on body corporate being director

59. Avoidance of acts done by person in dual capacity as director and secretary

60. Validity of acts of directors

61. Appointment of directors to be voted on individually

62. Removal of directors

63. Prohibition of undischarged bankrupt acting as officer etc. of ICAV

64. Examination as to solvency status of director etc.

65. Register of directors and secretaries

66. Provisions supplementary to section 65

67. Entitlement to notify Bank of changes if section 65(6) contravened

68. Particulars relating to directors to be shown on all business letters

Chapter 2

Controls of directors

69. Prohibition of tax-free payments to directors

70. Payment of compensation

71. Duty of director to disclose payments made in connection with transfer of shares

72. Sections 70 and 71: supplementary

73. Contracts of employment of directors

74. Section 73: anti-avoidance

75. Prohibition of loans etc. to directors and connected persons

76. Section 75: supplementary

77. Section 75: connected persons

Chapter 3

Other matters

78. Fiduciary duties of directors of ICAVs

79. Statement of principal fiduciary duties of directors of ICAVs

80. Directors to have regard to interests of employees

81. Register of shareholdings of directors etc.

82. Disclosure for purposes of section 81

83. Declaration of interest in contracts

84. Breaches of certain duties: liability to account and indemnify

85. Power of court to grant relief to officers of ICAV

86. Restrictions on directors of insolvent ICAVs

87. Disqualification of directors etc.

PART 5

Meetings

88. Minutes of meetings

89. Annual general meetings

90. Extraordinary general meetings

91. Convening of extraordinary general meetings by members

PART 6

Charges and Debentures

Chapter 1

Interpretation

92. Definitions

Chapter 2

Registration of charges and priority

93. Registration of charges created by ICAVs

94. Duty of ICAV with respect to registration under section 93 and right of others to effect registration

95. Duty of ICAV to register charges existing on property acquired

96. Priority of charges

97. Registration of judgment mortgages

98. Register of charges

99. Certificate of registration

100. Entries of satisfaction and release of property from charge

101. Extension of time for registration of charges and rectification of register

102. Copies of instruments creating charges to be kept

103. Netting of Financial Contracts Act 1995 not to affect registration requirements

Chapter 3

Provisions as to debentures

104. Liability of trustees for debenture holders

105. Perpetual debentures

106. Power to re-issue redeemed debentures

107. Specific performance of contracts to subscribe for debentures

Chapter 4

Prohibition on registration of certain matters affecting shareholders

108. Registration against ICAV of certain matters prohibited

PART 7

Accounts, Reports and Auditing

Chapter 1

Accounting records

109. Obligation to keep adequate accounting records

110. Basic requirements for accounting records

111. Where accounting records are to be kept

112. Access to accounting records

113. Retention of accounting records

114. Accounting records: offences

115. Personal liability of officers where adequate accounting records not kept

Chapter 2

Annual accounts

116. Annual accounts

117. Accounts to include information about directors

Chapter 3

Directors’ reports

118. Directors’ report

119. Revised directors’ reports

Chapter 4

Audit

120. Auditor reports on accounts

121. Consideration by auditor of consistency of directors’ report with ICAV’s accounts

122. Duty of auditor in relation to suspected commission of indictable offence

123. Eligibility to be auditor

124. Auditor acting where ineligible

125. Appointment of auditors

126. Casual vacancy

127. Partnerships

128. Auditor’s access to records

129. Rights of auditors

130. Remuneration of auditors

131. Power of competent authority

132. Removal of auditor

133. Resolution for removal of auditor

134. Auditor who has been removed

135. Resignation of auditor

136. Statement of circumstances

137. Auditor who has resigned

138. Requirements consequent on ceasing to hold office

139. Withdrawal of approval

PART 8

Conversions of Investment Company or UCITS to ICAV

140. Conversion of investment company or UCITS to ICAV

141. Declaration of solvency

142. Registration pursuant to application for conversion

143. Further statutory declarations

144. Failure to comply

PART 9

Migration

Chapter 1

Migration-in to become ICAV

145. Definitions

146. Registration documents

147. Continuation of migrating body

148. Supplementary provision in relation to section 147

Chapter 2

De-registration following migration out

149. Definitions

150. De-registration of ICAVs when continued under law of place outside the State

151. Provisions supplementary to section 150

Chapter 3

Declaration of solvency

152. Statutory declaration as to solvency

PART 10

Receivers and Winding Up

Chapter 1

Receivers

153. Receivers

Chapter 2

Winding up

154. Winding up

PART 11

Strike Off and Restoration

Chapter 1

Strike off of ICAV

155. When Bank may strike ICAV off register

156. Grounds for involuntary strike off

157. Bank’s notice to ICAV of intention to strike it off register

158. Contents of Bank’s notice to ICAV

159. Meaning of remedial step

160. Public notice of intention to strike ICAV off register

161. Conditions for voluntary strike off

162. Public notice in case of voluntary strike off

163. Striking off (involuntary and voluntary cases) and dissolution

164. Effect of removal and dissolution

165. Power of Bank to obtain information

Chapter 2

Restoration of ICAV to register

166. Application of Chapter

167. Restoration on application to Bank

168. Restoration on application to High Court

169. Requirements for application to High Court under section 168

170. Terms of High Court order on application under section 168

171. High Court order for restoration on application of Bank

172. Supplementary High Court orders

PART 12

Investigations, Compliance and Enforcement

173. Investigations

174. Compliance orders

175. Restraining directors and others from removing assets

176. Agency with responsibility for enforcement of offences

177. District court district within which summary proceedings may be brought

178. Application of other provisions relating to offences

179. Special provisions applying where default in delivery of documents to Bank

180. General Offences

181. Evidential matters

PART 13

Miscellaneous

182. Registration and inspection of documents

183. Mergers involving ICAV

184. Taxation

185. Fees

186. Categories of offences

187. Amendments of UCITS Regulations

188. Adaptation of certain provisions of UCITS Regulations

189. Amendments of Central Bank Act 1942

190. Exemption from liability void

191. Notice, etc.

192. Director of Corporate Enforcement

SCHEDULE

Accounts



Number 2 of 2015


IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015

REVISED

Updated to 21 September 2018


An Act to make provision for the creation, operation and regulation of bodies corporate to be known as Irish Collective Asset-management Vehicles and to provide for related matters.

[4 th March, 2015]

Be it enacted by the Oireachtas as follows: