Sponsor

This matrix has been developed by AIMA’s Sponsoring Partner, Simmons & Simmons Ireland.
To the extent permitted by law, none of AIMA, Simmons & Simmons or any of their respective partners, employees, agents, service providers or professional advisors assumes any liability or responsibility for, nor owes any duty of care for any consequences of, any person accessing, using, acting or refraining to act in reliance on the information contained in this matrix.
Director requirements
Is a director a direct or indirect member of the governing body? (i.e., board of directors, trustees, general partner, managing member, other)?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Board of directors of the UCITS management company | Board of directors of the UCITS management company | Required to appoint a General Partner ("GP"), which will have its own board of directors if a corporate entity, and an AIFM | Board of directors | Board of directors |
Is there an applicable statutory regime?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Investment Funds, Companies and Miscellaneous Provisions Act 2005; European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011; Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2019 | AIF: Unit Trusts Act 1990; UCITS: European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011; Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2019 | Investment Limited Partnerships (Amendment) Act 2020; Investment Limited Partnerships Act 1994 (as amended) | Irish Collective Asset-management Vehicles Act 2015 (as amended);European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011; Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2019 | Companies Act 2014 (as amended); European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011; Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2019 |
Is there an applicable corporate governance code or guidance?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Irish Funds Corporate Governance Code for Collective Investment Schemes and Management Companies | Irish Funds Corporate Governance Code for Collective Investment Schemes and Management Companies | Irish Funds Corporate Governance Code for Collective Investment Schemes and Management Companies | Irish Funds Corporate Governance Code for Collective Investment Schemes and Management Companies | Irish Funds Corporate Governance Code for Collective Investment Schemes and Management Companies |
What is the (minimum) board composition?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Two directors | Two directors | Dependent on rules applicable in jurisdiction in which GP is incorporated. Irish incorporated GPs will require two Irish resident directors | Two directors | Two directors |
Are independent directors required? If so, how is independence defined?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
At least one independent director | At least one independent director | At least one independent director (if GP is incorporated in Ireland) | At least one independent director | At least one independent director |
Do directors require any qualifications?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
All directors need to be pre-approved by the CBI and should have suitable qualifications and experience for the role. There are no specific qualifications required | All directors need to be pre-approved by the CBI and should have suitable qualifications and experience for the role. There are no specific qualifications required | All directors need to be pre-approved by the CBI and should have suitable qualifications and experience for the role. There are no specific qualifications required | All directors need to be pre-approved by the CBI and should have suitable qualifications and experience for the role. There are no specific qualifications required | All directors need to be pre-approved by the CBI and should have suitable qualifications and experience for the role. There are no specific qualifications required |
What are the specific rules around board meetings (frequency/location)?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Quarterly, Ireland | Quarterly, Ireland | Quarterly recommended, location to be considered in context of location of GP incorporation | Quarterly, Ireland | Quarterly, Ireland |
Are there any resident director requirements?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Minimum two Irish resident directors | Minimum two Irish resident directors | Irish incorporated GPs will require two Irish resident directors | Minimum two Irish resident directors | Minimum two Irish resident directors |
What are the registration requirements?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
All directors need to be approved by the CBI in advance. A detailed individual questionnaire is submitted to the CBI outlining the director's competence and capability such as experience and qualifications and disclosure of their current time commitments | All directors need to be approved by the CBI in advance. A detailed individual questionnaire is submitted to the CBI outlining the director's competence and capability such as experience and qualifications and disclosure of their current time commitments | All directors need to be approved by the CBI in advance. A detailed individual questionnaire is submitted to the CBI outlining the director's competence and capability such as experience and qualifications and disclosure of their current time commitments | All directors need to be approved by the CBI in advance. A detailed individual questionnaire is submitted to the CBI outlining the director's competence and capability such as experience and qualifications and disclosure of their current time commitments | All directors need to be approved by the CBI in advance. A detailed individual questionnaire is submitted to the CBI outlining the director's competence and capability such as experience and qualifications and disclosure of their current time commitments |
Is there a registration fee payable?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
No | No | No | No | There is a Companies Registration Office filing fee EUR 50 to register a plc and an additional fee of EUR 50 to file the constitution. There is no registration for directors. |
What is the typical range of fees paid to non-executive directors?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
EUR 10,000 - 20,000 (approx). This figure varies depending on the strategy, number of Funds and other commitments | EUR 10,000 - 20,000 (approx). This figure varies depending on the strategy, number of Funds and other commitments | EUR 10,000 - 20,000 (approx). This figure varies depending on the strategy, number of Funds and other commitments | EUR 10,000 - 20,000 (approx). This figure varies depending on the strategy, number of Funds and other commitments | EUR 10,000 - 20,000 (approx). This figure varies depending on the strategy, number of Funds and other commitments |
Are corporate directors allowed?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
No | No | No | No | No |
Are there any fitness and propriety requirements?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Fitness and Probity Standards (Code issued under Section 50 of the CBI Reform Act 2010) and any guidance issued by the CBI | Fitness and Probity Standards (Code issued under Section 50 of the CBI Reform Act 2010) and any guidance issued by the CBI | Fitness and Probity Standards (Code issued under Section 50 of the CBI Reform Act 2010) and any guidance issued by the CBI | Fitness and Probity Standards (Code issued under Section 50 of the CBI Reform Act 2010) and any guidance issued by the CBI | Fitness and Probity Standards (Code issued under Section 50 of the CBI Reform Act 2010) and any guidance issued by the CBI |
Are there any limitations on the amount of directorships held?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Where the CBI assesses that an individual director has aggregate professional time commitments in excess of 2,000 hours a year, including commitments to at least 20 Fund boards, the CBI would deem that individual to be at a high risk of not being able to fulfil their Board roles to an appropriate standard and, by implication, that there is a high risk to the quality of performance of those Boards where the individual is a director. The CBI will directly engage with individuals with a high number of directorships combined with high aggregate levels of annual professional time commitments. |
Where the CBI assesses that an individual director has aggregate professional time commitments in excess of 2,000 hours a year, including commitments to at least 20 Fund boards, the CBI would deem that individual to be at a high risk of not being able to fulfil their Board roles to an appropriate standard and, by implication, that there is a high risk to the quality of performance of those Boards where the individual is a director. The CBI will directly engage with individuals with a high number of directorships combined with high aggregate levels of annual professional time commitments. |
Where the CBI assesses that an individual director has aggregate professional time commitments in excess of 2,000 hours a year, including commitments to at least 20 Fund boards, the CBI would deem that individual to be at a high risk of not being able to fulfil their Board roles to an appropriate standard and, by implication, that there is a high risk to the quality of performance of those Boards where the individual is a director. The CBI will directly engage with individuals with a high number of directorships combined with high aggregate levels of annual professional time commitments. |
Where the CBI assesses that an individual director has aggregate professional time commitments in excess of 2,000 hours a year, including commitments to at least 20 Fund boards, the CBI would deem that individual to be at a high risk of not being able to fulfil their Board roles to an appropriate standard and, by implication, that there is a high risk to the quality of performance of those Boards where the individual is a director. The CBI will directly engage with individuals with a high number of directorships combined with high aggregate levels of annual professional time commitments. |
Where the CBI assesses that an individual director has aggregate professional time commitments in excess of 2,000 hours a year, including commitments to at least 20 Fund boards, the CBI would deem that individual to be at a high risk of not being able to fulfil their Board roles to an appropriate standard and, by implication, that there is a high risk to the quality of performance of those Boards where the individual is a director. The CBI will directly engage with individuals with a high number of directorships combined with high aggregate levels of annual professional time commitments. |
Are decisions of the governing body permitted to be taken through committee action?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Committees are not required unless appointed at manager level. If items are approved at committee level, they are then passed to the Manager for approval | Committees are not required unless appointed at manager level. If items are approved at committee level, they are then passed to the Manager for approval | Dependent on rules in which GP is incorporated but there is no Irish legal or regulatory restriction in relation to decisions of the GP being taken through committee action | Committees are not required unless appointed at manager level. If items are approved at committee level, they are then passed to the Manager for approval | Committees are not required unless appointed at manager level. If items are approved at committee level, they are then passed to the Manager for approval |
Are standing committees required?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
No | No | No | No | No |
Are ad hoc committees permitted?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Yes | Yes | Yes | Yes | Yes |
Are there any specific tax issues that need to be considered?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Directors should seek independent tax advice in relation to their own finances including Pay As You Earn. | Directors should seek independent tax advice in relation to their own finances including Pay As You Earn. | Directors should seek independent tax advice in relation to their own finances including Pay As You Earn. | Directors should seek independent tax advice in relation to their own finances including Pay As You Earn. | Directors should seek independent tax advice in relation to their own finances including Pay As You Earn. |
What are the recordkeeping requirements?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Adherence to the management company's record retention policy, if applicable. Subject to ad hoc information requests from the CBI. EU Fourth AML Directive - records to be kept for 5 years. | Adherence to the management company's record retention policy, if applicable. Subject to ad hoc information requests from the CBI. EU Fourth AML Directive - records to be kept for 5 years. | Adherence to the management company's record retention policy, if applicable. Subject to ad hoc information requests from the CBI. EU Fourth AML Directive - records to be kept for 5 years. | Adherence to the management company's record retention policy, if applicable. Subject to ad hoc information requests from the CBI. EU Fourth AML Directive - records to be kept for 5 years. | Adherence to the management company's record retention policy, if applicable. Subject to ad hoc information requests from the CBI. EU Fourth AML Directive - records to be kept for 5 years. |
Is delegation/outsourcing to service providers allowed?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Appointment of a management company and depositary. The management company will appoint an administrator and may appoint an investment manager. | Appointment of a management company and depositary. The management company will appoint an administrator and may appoint an investment manager. | Appointment of a GP and a depositary. The GP will appoint an AIFM. The AIFM will appoint an administrator and may appoint an investment manager. | Appointment of a UCITS management company/AIFM and depositary. The UCITS management company/AIFM will appoint an administrator and may appoint an investment manager. For a self managed Fund: The board will appoint an investment manager, depositary and administrator. Designated persons will be appointed to perform oversight of the appointed service providers and carry out a number of managerial functions | Appointment of a UCITS management company/AIFM and depositary. The UCITS management company/AIFM will appoint an administrator and may appoint an investment manager. For a self managed Fund: The board will appoint an investment manager, depositary and administrator. Designated persons will be appointed to perform oversight of the appointed service providers and carry out a number of managerial functions |
Other?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
N/A | N/A | N/A | N/A | N/A |
Organisational requirements
What are the key documents required for formation?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Deed of constitution between the manager and the depositary is the formation document. Other key documents include: prospectus; supplement (where relevant); key investor information document (KIID) (UCITS only); service provider agreements (e.g., investment management agreement,management company agreement, administration agreement, depositary agreement, MLRO agreement, company secretary agreement); service level agreements with service providers; policies; CBI application forms and ancillary documents. | Trust Deed between the trustee (being the depositary) and the manager of the Fund is the formation document. Other key documents include: prospectus; supplement (where relevant); key investor information document (KIID) (UCITS only); service provider agreements (e.g., investment management agreement,management company agreement, administration agreement, MLRO agreement, company secretary agreement); service level agreements with service providers; policies; CBI application forms and ancillary documents. | Limited Partnership Agreement (LPA) between the GP and investor(s) is the formation document. Other key document includes: prospectus; supplement (where relevant); service provider agreements (e.g., investment management agreement,management company agreement, administration agreement, depositary agreement, MLRO agreement, company secretary agreement); service level agreements with service providers; policies; CBI application forms and ancillary documents. | Instrument of Incorporation (IOI) is the formation document. Other key documents include: prospectus; supplement (where relevant); key investor information document (KIID) (UCITS only); service provider agreements (e.g., investment management agreement,management company agreement, administration agreement, depositary agreement, MLRO agreement, company secretary agreement); service level agreements with service providers; policies; CBI application forms and ancillary documents. | Constitution is the formation document. Other key documents include: prospectus; supplement (where relevant); key investor information document (KIID) (UCITS only); service provider agreements (e.g. ,investment management agreement,management company agreement, administration agreement, depositary agreement, MLRO agreement, company secretary agreement); service Level agreements with service providers; policies; CBI application forms and ancillary documents. |
Key Documents for self managed funds
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
N/A as Manager in CCF structure. | N/A as Manager in trust structure. | N/A | For self-managed Funds: IOI is the formation document. Other key documents include: prospectus; supplement (where relevant); key investor information document (KIID) (UCITS only); business plan, risk management policy, service provider agreements (e.g., investment management agreement,management company agreement, administration agreement, depositary agreement, MLRO agreement, company secretary agreement); service level agreements with service providers; policies; CBI application forms and ancillary documents. | For self-managed Funds: IOI is the formation document. Other key documents include: prospectus; supplement (where relevant); key investor information document (KIID) (UCITS only); business plan, risk management policy, service provider agreements (e.g., investment management agreement,management company agreement, administration agreement, depositary agreement, MLRO agreement, company secretary agreement); service level agreements with service providers; policies; CBI application forms and ancillary documents. |
What is the formation process?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
UCITS: The majority of the key documents outlined above are submitted to the CBI for review and comment over a number of weeks. AIFs: The key documents outlined above are submitted to the CBI and following a review of the documents the CBI will approve the structure within 24 hours (unless a pre-submission is required). Formed when CBI authorises the CCF and deed of constitution is dated and filed with the CBI as part of this authorisation process. | UCITS: The majority of the key documents outlined above are submitted to the CBI for review and comment over a number of weeks. AIFs: The key documents outlined above are submitted to the CBI and following a review of the documents the CBI will approve the structure within 24 hours (unless a pre-submission is required). Formed when CBI authorises the CCF and deed of constitution is dated and filed with the CBI as part of this authorisation process. | ILP has been formed once the CBI approves the LPA, this is usually a turnaround period of 24 hours from when the LPA has been submitted and the key documents outlined above ahave also been submitted to the CBI. | IOI is submitted to the CBI. The CBI will issue a registration certificate. UCITS: The majority of the key documents outlined above are submitted to the CBI for review and comment over a number of weeks. AIFs: The key documents outlined above are submitted to the CBI and following a review of the documents the CBI will approve the structure within 24 hours (unless a pre-submission is required). | Constitution is submitted to the Companies Registration Office (CRO). CRO will issue a certificate of incorporation. UCITS: The majority of the key documents outlined above are submitted to the CBI for review and comment over a number of weeks. AIFs: The key documents outlined above are submitted to the CBI and following a review of the documents the CBI will approve the structure within 24 hours (unless a pre-submission is required). |
What is the fee for formation/establishment?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Formation expenses: Legal costs CBI Additional Supervisory Levy (essentially an authorisation levy): - Standalone Funds will be levied EUR 5,000. - Umbrella Funds will be levied EUR 3,000 for the regulatory structure and there is additional levy based on the number of sub-Funds within the umbrella Fund (EUR 2,000 for one sub-Fund- up to max of EUR 11,240 for 20 sub-Funds). Once authorised: Costs involved will depend on the size and complexity of the structure. |
Formation expenses: Legal costs CBI Additional Supervisory Levy (essentially an authorisation levy): - Standalone Funds will be levied EUR 5,000. - Umbrella Funds will be levied EUR 3,000 for the regulatory structure and there is additional levy based on the number of sub-Funds within the umbrella Fund (EUR 2,000 for one sub-Fund- up to max of EUR 11,240 for 20 sub-Funds). Once authorised: Costs involved will depend on the size and complexity of the structure. |
Formation expenses: Legal costs CBI Additional Supervisory Levy (essentially an authorisation levy): - Standalone Funds will be levied EUR 5,000. - Umbrella Funds will be levied EUR 3,000 for the regulatory structure and there is additional levy based on the number of sub-Funds within the umbrella Fund (EUR 2,000 for one sub-Fund- up to max of EUR 11,240 for 20 sub-Funds). Once authorised: Costs involved will depend on the size and complexity of the structure. |
Formation expenses: Legal costs CBI Additional Supervisory Levy (essentially an authorisation levy): - Standalone Funds will be levied EUR 5,000. - Umbrella Funds will be levied EUR 3,000 for the regulatory structure and there is additional levy based on the number of sub-Funds within the umbrella Fund (EUR 2,000 for one sub-Fund- up to max of EUR 11,240 for 20 sub-Funds). Once authorised: Costs involved will depend on the size and complexity of the structure. |
Formation expenses: Legal costs CBI Additional Supervisory Levy (essentially an authorisation levy): - Standalone Funds will be levied EUR 5,000. - Umbrella Funds will be levied EUR 3,000 for the regulatory structure and there is additional levy based on the number of sub-Funds within the umbrella Fund (EUR 2,000 for one sub-Fund- up to max of EUR 11,240 for 20 sub-Funds). Once authorised: Costs involved will depend on the size and complexity of the structure. |
What is the process for amending key documents?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Unitholder approval may be required for any amendments to the deed of constitution as well as prior depositary approval. Post-authorisation process to amend key documents involves submitting the documents to the CBI to file those changes. UCITS: the CBI will undertake a pre-review of the documents and may have comments on the changes. AIF: The CBI has a 24 hour turn around following the submission to note the amended documents. | Unitholder approval may be required for any amendments to the deed of constitution as well as prior depositary approval. Post-authorisation process to amend key documents involves submitting the documents to the CBI to file those changes. UCITS: the CBI will undertake a pre-review of the documents and may have comments on the changes. AIF: The CBI has a 24 hour turn around following the submission to note the amended documents. | Dependent on terms of LPA. Majority in number of voting LPs may approve amendments to LPA. Change to investment objective or material change to investment policy requires the approval of LPs. Post-authorisation process to amend key documents involves submitting the documents to the CBI to file those changes.The CBI has a 24 hour turn around following the submission. | Changes to the constitutional document can be approved by the depositary if the changes would not be prejudicial to existing investors, otherwise shareholder approval is required. Post-authorisation process to amend key documents involves submitting the documents to the CBI to file those changes. UCITS: the CBI will undertake a pre-review of the documents and may have comments on the changes. AIF: The CBI has a 24 hour turn around following the submission. | Shareholder approval is required for any amendments to the M&A. Post-authorisation process to amend key documents involves submitting the documents to the CBI to file those changes. UCITS: the CBI will undertake a pre-review of the documents and may have comments on the changes. AIF: The CBI has a 24 hour turn around following the submission. |
Are there any required agents/annual fees?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
CBI annual levy: Funds authorised by the Central Bank shall be liable to pay a minimum levy of EUR 4,990. Umbrella Funds will also pay a contribution per sub-Fund of EUR 375 up to ten sub-Funds and a further levy of EUR 250 on sub-Funds numbers greater than ten, to a maximum of twenty sub-Funds, resulting in a maximum contribution for umbrella Funds of EUR 11,240. | CBI annual levy: Funds authorised by the Central Bank shall be liable to pay a minimum levy of EUR 4,990. Umbrella Funds will also pay a contribution per sub-Fund of EUR 375 up to ten sub-Funds and a further levy of EUR 250 on sub-Funds numbers greater than ten, to a maximum of twenty sub-Funds, resulting in a maximum contribution for umbrella Funds of EUR 11,240. | CBI annual levy: Funds authorised by the Central Bank shall be liable to pay a minimum levy of EUR 4,990. Umbrella Funds will also pay a contribution per sub-Fund of EUR 375 up to ten sub-Funds and a further levy of EUR 250 on sub-Funds numbers greater than ten, to a maximum of twenty sub-Funds, resulting in a maximum contribution for umbrella Funds of EUR 11,240. | CBI annual levy: Funds authorised by the Central Bank shall be liable to pay a minimum levy of EUR 4,990. Umbrella Funds will also pay a contribution per sub-Fund of EUR 375 up to ten sub-Funds and a further levy of EUR 250 on sub-Funds numbers greater than ten, to a maximum of twenty sub-Funds, resulting in a maximum contribution for umbrella Funds of EUR 11,240. | CBI annual levy: Funds authorised by the Central Bank shall be liable to pay a minimum levy of EUR 4,990. Umbrella Funds will also pay a contribution per sub-Fund of EUR 375 up to ten sub-Funds and a further levy of EUR 250 on sub-Funds numbers greater than ten, to a maximum of twenty sub-Funds, resulting in a maximum contribution for umbrella Funds of EUR 11,240. |
What is the type of ownership interest (e.g., shares, units, non-unitised interests, other)?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Units | Units | Limited partnership interest (i.e., non-unitised interests) | Shares | Shares |
Are there any specific ownership rules (i.e., limits if any on numbers or types of interest holders, limits on being used as a master Fund or feeder Fund, etc)?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
AIFs: Qualifying investors. UCITS: Professional and retail investors | AIFs: Qualifying investors. UCITS: Professional and retail investors | AIFs: Qualifying investors. UCITS: Professional and retail investors | AIFs: Qualifying investors. UCITS: Professional and retail investors | AIFs: Qualifying investors. UCITS: Professional and retail investors |
What are the capital contributions needed to form the entity?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
N/A | N/A | N/A | If self-managed, the minimum capital requirement is EUR 300,000 (or equivalent). | If self-managed, the minimum capital requirement is EUR 300,000 (or equivalent). |
Are founder shares or seed capital shares permitted?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
N/A | N/A | Yes | N/A | N/A |
Are sub-Funds allowed?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Yes | Yes | Yes | Yes | Yes |
If 'yes' to the previous question, what is the strength of the legal liability separation between the sub-Funds?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Generally, the sub-Funds pursue different investment strategies and each sub-Fund has a separate pool of assets. Every Irish legal Fund structure constituted as an umbrella Fund must provide for segregation of liability between sub-Funds. This was first provided for under The Investment Funds, Companies and Miscellaneous Provisions Act, 2005 but is yet to be tested in the Irish courts. | Generally, the sub-Funds pursue different investment strategies and each sub-Fund has a separate pool of assets. Every Irish legal Fund structure constituted as an umbrella Fund must provide for segregation of liability between sub-Funds. Umbrella unit trusts have segregated liability between sub Funds by operation of trust law and the trust deed. | Generally, the sub-Funds pursue different investment strategies and each sub-Fund has a separate pool of assets. Every Irish legal Fund structure constituted as an umbrella Fund must provide for segregation of liability between sub-Funds. This was first provided for as a concept under The Investment Funds, Companies and Miscellaneous Provisions Act, 2005 and is also provide for under the ILP Act but is yet to be tested in the Irish courts. | Generally, the sub-Funds pursue different investment strategies and each sub-Fund has a separate pool of assets. Every Irish legal Fund structure constituted as an umbrella Fund must provide for segregation of liability between sub-Funds. This was first provided for as a concept under The Investment Funds, Companies and Miscellaneous Provisions Act, 2005 and is provided for under the ICAV Act but is yet to be tested in the Irish courts . | Generally, the sub-Funds pursue different investment strategies and each sub-Fund has a separate pool of assets. Every Irish legal Fund structure constituted as an umbrella Fund must provide for segregation of liability between sub-Funds. This was first provided for as a concept under The Investment Funds, Companies and Miscellaneous Provisions Act, 2005 and is provided for under the ICAV Act but is yet to be tested in the Irish courts . |
Are multiple classes of interests allowed?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Yes | Yes | Yes | Yes | Yes |
Are owners personally liable?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Liability of unitholders limited to the amount contributed or agreed to be contributed for units. | Liability of unitholders limited to the amount contributed or agreed to be contributed for units. | GP has unlimited liability for debts and obligations of the ILP. LPs' liability limited to capital commitment unless they take part in the management of the ILP which may mean loss of limited liability. ILP Act contains a number of actions which an LP can take without losing limited liability. Additional safe harbour actions can also be included in the LPA. | Liability of unitholders limited to the amount contributed or agreed to be contributed for units. | Liability of unitholders limited to the amount contributed or agreed to be contributed for units. |
In what circumstances could directors be liable to shareholders for their actions?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Duties of directors can be classified under four headings:- (A) Common law: (i) fiduciary duties; and (ii) duties of care, skill and diligence. (B) Legislation; (C) Regulations (D) Contract. Director’s duties are owed to the CCF as a whole rather than individual shareholders. However, the duty of a director to the CCF can be extended to each of the unitholders, in certain circumstances. For example, directors will have a duty to unitholders where they have undertaken, often implied by their actions, or volunteered to act on the unitholders behalf. In this regard, a director is considered to be the agent of the unitholders. | Duties of directors can be classified under four headings:- (A) Common law: (i) fiduciary duties; and (ii) duties of care, skill and diligence. (B) Legislation; (C) Regulations (D) Contract. Director’s duties are owed to the CCF as a whole rather than individual shareholders. However, the duty of a director to the CCF can be extended to each of the unitholders, in certain circumstances. For example, directors will have a duty to unitholders where they have undertaken, often implied by their actions, or volunteered to act on the unitholders behalf. In this regard, a director is considered to be the agent of the unitholders. | The GP has unlimited liability for debts and obligations of the ILP. | Duties of directors can be classified under four headings:- (A) Common law: (i) fiduciary duties; and (ii) duties of care, skill and diligence. (B) Legislation; (C) Regulations (D) Contract. Director’s duties are owed to the CCF as a whole rather than individual shareholders. However, the duty of a director to the CCF can be extended to each of the unitholders, in certain circumstances. For example, directors will have a duty to unitholders where they have undertaken, often implied by their actions, or volunteered to act on the unitholders behalf. In this regard, a director is considered to be the agent of the unitholders. | Duties of directors can be classified under four headings:- (A) Common law: (i) fiduciary duties; and (ii) duties of care, skill and diligence. (B) Legislation; (C) Regulations (D) Contract. Director’s duties are owed to the CCF as a whole rather than individual shareholders. However, the duty of a director to the CCF can be extended to each of the unitholders, in certain circumstances. For example, directors will have a duty to unitholders where they have undertaken, often implied by their actions, or volunteered to act on the unitholders behalf. In this regard, a director is considered to be the agent of the unitholders. |
Is there a requirement for a register of interest holders?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Placed on unitholder register | Placed on unitholder register | Placed on unitholder register | Placed on unitholder register | Placed on unitholder register |
What are the beneficial ownership reporting requirements?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
Must register the details of any natural person who owns more than 25% of the CCF, or where there is, on his or her part, an entitlement to the ultimate control of such a percentage or who can exercise ultimate control over the trust by means of direct or indirect ownership or by other means. | Must register the details of any natural person who owns more than 25% of the CCF, or where there is, on his or her part, an entitlement to the ultimate control of such a percentage or who can exercise ultimate control over the trust by means of direct or indirect ownership or by other means. | Must register the details of any natural person who owns more than 25% of the CCF, or where there is, on his or her part, an entitlement to the ultimate control of such a percentage or who can exercise ultimate control over the trust by means of direct or indirect ownership or by other means. | Must register the details of any natural person who owns more than 25% of the CCF, or where there is, on his or her part, an entitlement to the ultimate control of such a percentage or who can exercise ultimate control over the trust by means of direct or indirect ownership or by other means. | Must register the details of any natural person who owns more than 25% of the CCF, or where there is, on his or her part, an entitlement to the ultimate control of such a percentage or who can exercise ultimate control over the trust by means of direct or indirect ownership or by other means. |
What is the domestic tax treatment?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
For Irish tax purposes, the income and gains of CCFs are treated as accruing directly to the investors and therefore, there is no exposure to Irish tax for investors outside the scope of Irish tax. A CCF is tax transparent under Irish law so the CCF investor may be able to obtain relief under the terms of a double tax treaty between their home jurisdiction and the jurisdiction where the withholding is suffered, effectively ignoring the existence of Irish CCF. The CCF itself is not liable to tax in Ireland on its income or gains. | Generally, tax exempt, except to the extent that they have Irish resident investors. Not subject to tax on income or gains arising from the underlying investments. While dividends, interest and capital gains that a Fund receives with respect to its investments may be subject to tax, including withholding tax, in the countries in which the issuers of investments are located, these foreign withholding taxes can often be reduced or eliminated under Ireland’s network of tax treaties to the extent applicable. Other than in respect of certain Funds which hold interests in Irish real estate (or particular types of Irish real estate related assets), non-Irish investors are not subject to Irish tax on their investment and do not incur any withholding taxes on payments from the Fund. | Generally, tax exempt, except to the extent that they have Irish resident investors. Not subject to tax on income or gains arising from the underlying investments. While dividends, interest and capital gains that a Fund receives with respect to its investments may be subject to tax, including withholding tax, in the countries in which the issuers of investments are located, these foreign withholding taxes can often be reduced or eliminated under Ireland’s network of tax treaties to the extent applicable. Other than in respect of certain Funds which hold interests in Irish real estate (or particular types of Irish real estate related assets), non-Irish investors are not subject to Irish tax on their investment and do not incur any withholding taxes on payments from the Fund. | Generally, tax exempt, except to the extent that they have Irish resident investors. Not subject to tax on income or gains arising from the underlying investments. While dividends, interest and capital gains that a Fund receives with respect to its investments may be subject to tax, including withholding tax, in the countries in which the issuers of investments are located, these foreign withholding taxes can often be reduced or eliminated under Ireland’s network of tax treaties to the extent applicable. Other than in respect of certain Funds which hold interests in Irish real estate (or particular types of Irish real estate related assets), non-Irish investors are not subject to Irish tax on their investment and do not incur any withholding taxes on payments from the Fund. | Generally, tax exempt, except to the extent that they have Irish resident investors. Not subject to tax on income or gains arising from the underlying investments. While dividends, interest and capital gains that a Fund receives with respect to its investments may be subject to tax, including withholding tax, in the countries in which the issuers of investments are located, these foreign withholding taxes can often be reduced or eliminated under Ireland’s network of tax treaties to the extent applicable. Other than in respect of certain Funds which hold interests in Irish real estate (or particular types of Irish real estate related assets), non-Irish investors are not subject to Irish tax on their investment and do not incur any withholding taxes on payments from the Fund. |
Is the Fund able to “tick the box” for US tax purposes?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
No | No | Yes | Yes | No |
Is there an automatic regulatory regime applicable?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
UCITS or AIFMD | UCITS or AIFMD | AIFMD | UCITS or AIFMD | UCITS or AIFMD |
Is reporting triggered by the form of organisation?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
CBI for financial statements, other scheduled CBI (ONR) filings will apply | CBI for financial statements, other scheduled CBI (ONR) filings will apply | CBI for financial statements, other scheduled CBI (ONR) filings will apply | CBI for financial statements, other scheduled CBI (ONR) filings will apply | CRO for annual financial statements. CBI for annual/interim financial statements. Other scheduled CBI (ONR) filings will apply |
Are annual general shareholder meetings required?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
No | No | Yes | Yes (unless the directors have dispensed with the requirement to hold an AGM) | Yes |
What are the filing requirements and are these publicly available?
CCF (UCITS & AIFs) | Unit Trust (UCITS & AIFs) | Investment Limited Partnership (AIF) | ICAV (UCITS & AIFs) | PLC (UCITS & AIFs) |
---|---|---|---|---|
This will depend on whether the manager is a limited company in which case filings are publically available on the CRO. | This will depend on whether the manager is a limited company in which case filings are publically available on the CRO. | Certain details are made publically available, e.g., there is a register of LPs on the CRO. Financial Statements are not available. | Certain details are made publically available, e.g., constitution, director appointments and addresses. Financial Statements are not available. | Yes |
Are there any tax treatment considerations?
The basic rule in Ireland is that a non-Irish company will be considered Irish tax resident, and hence taxable in Ireland on its worldwide income and gains, if central management and control of the company is exercised in Ireland. Unlike the UK and Luxembourg, there is no specific rule regarding the residence of non-Irish companies that are AIFs - so the basic rule applies to such companies.
The law regarding “central management and control” of a company applies in the same way in Ireland as in the UK so the considerations for avoiding UK residence set out above (location of Board meetings/real decision-making, restrictions/delegation of discretion of Board) apply equally to avoiding Irish residence.
Where a non-Irish AIF is managed by an Irish AIFM or the Irish branch of an EU AIFM, the AIF will not be liable to tax in Ireland by reason only of being so managed.
The law regarding “central management and control” of a company applies in the same way in Ireland as in the UK so the considerations for avoiding UK residence set out above (location of Board meetings/real decision-making, restrictions/delegation of discretion of Board) apply equally to avoiding Irish residence.
Where a non-Irish AIF is managed by an Irish AIFM or the Irish branch of an EU AIFM, the AIF will not be liable to tax in Ireland by reason only of being so managed.