Irish Collective Asset-Management Vehicles Act 2015
Conversion of investment company or UCITS to ICAV
140. (1) An investment company or an UCITS constituted as a company with fixed capital or variable capital in accordance with Regulation 4(6) (b) or (c) of the UCITS Regulations may apply to the Bank to be registered as an ICAV by way of continuation.
(2) The application shall be in such form as may be specified by the Bank and signed by a director of the company.
(3) The application shall be accompanied by—
(a) a copy of the certificate of incorporation issued by the Registrar,
(b) a copy, certified in such manner as may be specified by the Bank, of—
(i) the memorandum of association and the articles of association of the company, and
(ii) the instrument of incorporation in respect of the proposed ICAV,
(c) a list setting out particulars of the registered office, directors and secretary of the company,
(d) a statutory declaration of a director of the company made not more than 28 days before the date on which the application is made to the Bank to the effect that—
(i) no petition or other similar proceeding to wind up or liquidate the company has been notified to it and remains outstanding in any place and no order has been notified to the company, or resolution adopted, to wind up or liquidate it in any place,
(ii) the appointment of a receiver, liquidator, examiner or other similar person has not been notified to the company and, at the date of the declaration, no such person is acting in that capacity in any place with respect to the company or its property or any part of its property,
(iii) the company is not, at the date of the declaration, operating or carrying on business under any scheme, order, compromise or other similar arrangement entered into or made by the company with creditors in any place,
(iv) the conversion is permitted by and has been approved in accordance with the memorandum of association and articles of association of the company, and
F24 [ (v) any consent or approval to the proposed conversion required by any contract entered into or undertaking given by the company has been obtained or waived, ]
(e) a declaration of solvency prepared in accordance with section 141 ,
(f) a schedule of charges or security interests created or granted by the company showing their priority which shall be as it would be were it to remain a company, and
(g) where different from its existing name, notification of the proposed name of the ICAV (other than where the only change is to delete the words “public limited company” or “plc” from the company’s existing name).
(4) The application shall be accompanied by a statutory declaration, in such form as may be specified by the Bank, made by—
(a) a practising solicitor engaged for this purpose by the company, or
(b) a director of the company,
stating that the requirements referred to in subsection (3) have been complied with and the Bank may accept such a declaration as sufficient evidence of compliance.
(5) The Bank shall, as soon as is practicable after receipt of an application under subsection (1) in relation to which subsections (2) to (4) are complied with, publish notice of it in the Iris Oifigiúil.
Substituted (1.02.2021) by Investment Limited Partnerships (Amendment) Act 2020 (31/2020), s. 56, S.I. No. 19 of 2021.