Irish Collective Asset-Management Vehicles Act 2015

150.

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

150. (1) An ICAV which proposes to be registered in a relevant jurisdiction by way of continuation as a body corporate may apply to the Bank to be de-registered in the State.

(2) Where an application is made under subsection (1), the Bank shall not de-register the applicant as an ICAV in the State unless it is satisfied that all of the requirements of this Act in respect of the de-registration and of matters precedent and incidental to de- registration have been complied with and, in particular, but without prejudice to the generality of the foregoing, it is satisfied that—

(a) the applicant has delivered to the Bank an application for the purpose, in such form as may be specified by the Bank and signed by a director of the applicant, together with the transfer documents,

(b) the applicant has paid any levies or fees prescribed under section 32D or 32E of the Central Bank Act 1942 which are due,

(c) the applicant complies with any conditions that the Central Bank may impose on the applicant, and

(d) the applicant has delivered to the Bank notice of any proposed change in its name and of its proposed registered office or agent for service of process in the relevant jurisdiction.

(3) An application under this section shall be accompanied by a statutory declaration, in such form as may be specified by the Bank, made by a solicitor engaged for this purpose by the applicant, or by a director of the applicant, and stating that the requirements mentioned in subsection (2) have been complied with, and the Bank may accept such a declaration as sufficient evidence of compliance.

(4) The Bank shall, as soon as is practicable after receipt of the application for de- registration, publish notice of it in the Iris Oifigiúil.

(5) Where an application is made under subsection (1) a person mentioned in subsection (6) may apply to the High Court, on notice to the applicant, the Bank and all creditors of the applicant, not later than 60 days after the date of the publication of the notice under subsection (4), for an order preventing the proposal or passage of a resolution specified in paragraph (c) of the definition of “transfer documents” in section 149(1) from taking effect in relation to the application, and the High Court may, subject to subsection (9) make such an order accordingly.

(6) The following persons may apply for an order under subsection (5) :

(a) the holders of not less than 5 per cent of the issued share capital of the applicant and who have not voted in favour of the resolution; or

(b) any creditor of the applicant.

(7) Notice of an application for an order under subsection (5) may be given to the creditors concerned by publication in at least one national newspaper in the State.

(8) The Bank and the applicant shall each be entitled to appear and be heard on an application under subsection (5) .

(9) The court may make an order under this section only if it is satisfied that—

(a) the proposed de-registration of the applicant would contravene the terms of an agreement or arrangement between the applicant and any shareholder or creditor of the applicant, or

(b) the proposed de-registration would be materially prejudicial to any shareholder or creditor of the applicant and the interests of shareholders and creditors or both taken as a whole would be materially prejudiced.

(10) An order made under subsection (5) shall specify the period in respect of which it shall remain in force.

(11) An order of the court under subsection (5) is final and conclusive and not appealable.