Originally published 8 September, 2010
A commencement order supporting the Companies (Miscellaneous Provisions) Act, 2009 (the "2009 Act") has now been signed into law, giving immediate full effect to a new procedure for corporate investment funds to relocate to Ireland from other jurisdictions or vice versa.
The 2009 Act permits any non-Irish corporate fund, established in a prescribed jurisdiction that has a corresponding corporate migration regime*, to apply to be registered with the Companies Registration Office to continue in existence as an Irish company and to simultaneously seek authorisation by the Financial Regulator as an Irish domiciled investment fund (under an appropriate regulatory regime, for example, as a UCITS or non- UCITS qualifying investor fund). The 2009 Act also provides for a corresponding facility to allow Irish corporate funds to move from Ireland to another jurisdiction.
This new corporate migration regime provides a much simpler solution for fund relocations compared with the previous option of a standard fund merger - three key elements of the new regime being:
track record can be maintained; investor consent will generally not be required; and the relocation should not carry any adverse tax implications for the fund or its investors. We have prepared a guidance paper entitled "Re-domiciling funds to Ireland – key elements to consider". This examines some of the more practical questions facing asset managers considering re-domiciling funds to Ireland under the new corporate migration regime and provides a guide as to how the process shall work in practice. If you would like to receive a copy of this guidance paper, please refer to the contact below or your usual contact at Eversheds O'Donnell Sweeney.
The introduction of the new regime has been roundly welcomed by the Irish funds industry and is likely to pave the way for a new wave of existing funds to relocate to Ireland from other jurisdictions.