Irish Collective Asset-Management Vehicles Act 2015
Execution of documents
32. (1)Contracts on behalf of an ICAV may be made as follows:
(a) a contract which, if made between natural persons, would be by law required to be in writing and to be under seal, may be made on behalf of the ICAV in writing under the common seal of the ICAV in accordance with this section;
(b) a contract which, if made between natural persons, would be by law required to be in writing, signed by the parties, may be made on behalf of the ICAV in writing, signed by any person acting under its authority, express or implied;
(c) a contract which, if made between natural persons, would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the ICAV by any person acting under its authority, express or implied.
(2) A contract made according to this section shall bind the ICAV and its successors and all other parties to it.
(3) A contract made according to this section may be varied or discharged in the same manner in which it is authorised by this section to be made.
(4) The following provisions of this section shall apply whether it is the case that—
(a) as permitted by section 33 , the ICAV does not have a common seal, or
(b) the ICAV does have such a seal.
(5) A document has the same effect as if executed under the common seal of the ICAV if it is expressed (in whatever form of words) to be executed by the ICAV and it is signed on behalf of the ICAV—
(a) by 2 authorised signatories, or
(b) by a director of the ICAV in the presence of a witness who attests the signature.
(6) Each of the following is an authorised signatory for the purposes of subsection (5):
(a) a director of the ICAV;
(b) the secretary (or any joint secretary) of the ICAV; or
(c) any person authorised by the directors of the ICAV in accordance with the ICAV’s instrument of incorporation.
(7) Where a document is to be signed by a person on behalf of more than one ICAV, it is not duly signed by that person for the purposes of this section unless he or she signs it separately in each capacity.
(8) References in this section to a document being (or purporting to be) signed by a secretary are to be read, in a case where that office is held by a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf.