Irish Collective Asset-Management Vehicles Act 2015
Number 2 of 2015
IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015
REVISED
Updated to 1 February 2021
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 the Health (Amendment) Act 2021 (1/2021), enacted 7 March 2021, and all statutory instruments up to and including the Investment Limited Partnerships (Amendment) Act 2020 (Commencement) Order 2021 (S.I. No. 19 of 2021), made 22 January 2021, 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 1 February 2021
CONTENTS
Preliminary and General
Preliminary
Section
1. Short title and commencement
2A. Supplemental interpretation provisions regarding ordinary and special resolutions
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
8A. Capacity not limited by an ICAV’s instrument of incorporation
8B. Effect of instrument of incorporation
Registration and Authorisation of ICAVs etc.
Registration
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
Authorisation and approval
18. Application for 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.
Names and changes in instrument of incorporation
30. Approval for change of name
31. Alteration in instrument of incorporation
Execution of documents, seals, etc.
34. Official seal for share certificates
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
Shares and Debentures etc.
38. Power to issue shares and debentures
40. Evidence of share certificate
42. Transfer of registered shares
43. Refusal to register transfer of shares
44. Certification of transfer of shares
46. Power to purchase own shares
47. Treatment of purchased shares
50. Inspection of register of members
51. Consequences of failure to comply with requirements as to register owing to agent’s default
53. Trusts not to be entered on the register
55. Power of members to complain of oppressive conduct
Directors and Other Officers
Appointment, removal etc.
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
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
Controls of directors
69. Prohibition of tax-free payments to directors
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
77. Section 75: connected persons
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
85A. Anticipated claim: similar power of relief as under section 85
86. Restrictions on directors of insolvent ICAVs
87. Disqualification of directors etc.
Meetings
90. Extraordinary general meetings
91. Convening of extraordinary general meetings by members
Written Resolutions
91A. Unanimous written resolutions
91B. Majority written resolutions
91C. Supplemental provisions in relation to section 91B
Charges and Debentures
Interpretation
Registration of charges and priority
93. Registration of charges created by ICAVs
95. Duty of ICAV to register charges existing on property acquired
97. Registration of judgment mortgages
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
Provisions as to debentures
104. Liability of trustees for debenture holders
106. Power to re-issue redeemed debentures
107. Specific performance of contracts to subscribe for debentures
Prohibition on registration of certain matters affecting shareholders
108. Registration against ICAV of certain matters prohibited
Accounts, Reports and Auditing
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
Annual accounts
117. Accounts to include information about directors
Directors’ reports
119. Revised directors’ reports
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
128. Auditor’s access to records
131. Power of competent authority
133. Resolution for removal of auditor
134. Auditor who has been removed
136. Statement of circumstances
138. Requirements consequent on ceasing to hold office
Conversions of Investment Company or UCITS to ICAV
140. Conversion of investment company or UCITS to ICAV
142. Registration pursuant to application for conversion
143. Further statutory declarations
Migration
Migration-in to become ICAV
147. Continuation of migrating body
148. Supplementary provision in relation to section 147
De-registration following migration out
150. De-registration of ICAVs when continued under law of place outside the State
151. Provisions supplementary to section 150
Declaration of solvency
152. Statutory declaration as to solvency
Receivers and Winding Up
Receivers
Winding up
Strike Off and Restoration
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
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
Restoration of ICAV to register
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
Investigations, Compliance and Enforcement
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
Miscellaneous
182. Registration and inspection of documents
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
192. Director of Corporate Enforcement
Accounts
Acts Referred to
Central Bank (Supervision and Enforcement) Act 2013 (No. 26)
Central Bank Act 1942 (No. 22)
Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 (No. 24)
Companies Act 2014 (No. 38)
Courts of Justice Act 1924 (No. 10)
Netting of Financial Contracts Act 1995 (No. 25)
Partnership Act 1890 (3 & 4 Vict., c. 39)
Registration of Deeds and Title Act 2006 (No. 12)
Registration of Title Act 1964 (No. 16)
State Property Act 1954 (No. 25)
Taxes Consolidation Act 1997 (No. 39)
Number 2 of 2015
IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015
REVISED
Updated to 1 February 2021
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: