Recent Legal and Regulatory Developments for Irish UCITS

Author:Ms Sarah Lyons
Profession:LK Shields
 
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Originally published April 2010

UCITS IV Update

In December 2009, the Committee of European Securities Regulators (CESR) issued its technical advice to the EU Commission on level 2 measures relating to mergers of UCITS, master-feeder UCITS structures and cross-border notification of UCITS. CESR also issued annexes setting out methodologies for the calculation of the synthetic risk and reward indicator and the ongoing charges figure in the key information document (KID) which is due to replace the simplified prospectus. The advice is issued in response to the third part of the EU Commission's request for advice on implementing measures for the UCITS IV Directive.

Ireland Introduces New Fund Re-Domiciliation Law

Anticipation of developments in the area of investment funds such as UCITS IV and the Alternative Investment Fund Managers Directive (AIFMD) have triggered an increased trend towards the re-domiciliation of funds to well regulated jurisdictions. The mechanics of how a company could relocate into Ireland until recently involved the incorporation of a new fund company in Ireland and the transfer of assets between the existing fund and a new Irish fund. The tax implications of such transfers and the possible repercussions in terms of distribution networks and transfer agency issues all needed to be taken into account.

The Companies (Miscellaneous Provisions) Act 2009 (the Act) was passed into law on 18 December 2009. Section 3(j) & 5 of the Act provide a framework for streamlining the processes whereby the re-domiciliation of fund companies into and out of Ireland can be dealt with in a more efficient manner. These sections of the Act are not yet in operation and will be commenced by a separate commencement order. Section 3(j) of the Act provides a mechanism for companies to re-register in Ireland by making a single filing in the Companies Registration Office. The migrating company must also make an application to the Financial Regulator for authorisation as a UCITS or non-UCITS, as applicable, in tandem with the application to the CRO. The application to the CRO must also be accompanied by the relevant fees and confirmation by way of statutory declaration that the migrating company has applied to the Financial Regulator for authorisation to carry on business as an investment company under the applicable Irish legislation.

The internal company consents to the re-domiciliation can be dealt with at one meeting of the shareholders of the...

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