Irish Collective Asset-Management Vehicles Act 2015

Sommaire

1. Art. 1 Short title and commencement
2. Art. 2 Definitions
3. Art. 3 Power to make regulations
4. Art. 4 Expenses
5. Art. 5 Creation of ICAV with limited liability
6. Art. 6 Instrument of incorporation
7. Art. 7 Registered office and head office
8. Art. 8 Carrying on of business
9. Art. 8A Capacity not limited by an ICAV’s instrument of incorporation
10. Art. 8B Effect of instrument of incorporation
11. Art. 9 Registration order
12. Art. 10 Application for registration order
13. Art. 11 Contents of statement required by section 10(2)(b)(ii)
14. Art. 12 Making of registration order
15. Art. 13 Requirements referred to in section 12(1)(a)(ii)
16. Art. 14 Registration of certain matters following making of registration order
17. Art. 15 Commencement of registration order
18. Art. 16 Decision to refuse registration order
19. Art. 17 Authorisation
20. Art. 18 Application for authorisation
21. Art. 19 Grant of authorisation
22. Art. 20 Decision to refuse authorisation
23. Art. 21 Appointment and approval of depositary
24. Art. 22 Application for approval of management company
25. Art. 23 Approval of management company
26. Art. 24 Refusal to approve management company
27. Art. 25 Authorisation or approval not a warranty
28. Art. 26 Revocation of authorisation
29. Art. 27 Imposition of conditions by Bank
30. Art. 28 Prohibition on carrying on business as ICAV unless authorised etc.
31. Art. 29 Name of ICAV
32. Art. 30 Approval for change of name
33. Art. 31 Alteration in instrument of incorporation
34. Art. 32 Execution of documents
35. Art. 33 Common seal
36. Art. 34 Official seal for share certificates
37. Art. 34A Powers of attorney
38. Art. 35 Segregated liability of ICAV sub-funds
39. Art. 36 Requirements to be complied with by, and other matters respecting, an umbrella fund
40. Art. 37 Further matters about umbrella funds
41. Art. 38 Power to issue shares and debentures
42. Art. 39 Share certificates
43. Art. 40 Evidence of share certificate
44. Art. 41 Nature of shareholding
45. Art. 42 Transfer of registered shares
46. Art. 43 Refusal to register transfer of shares
47. Art. 44 Certification of transfer of shares
48. Art. 45 Transfer: supplementary
49. Art. 46 Power to purchase own shares
50. Art. 47 Treatment of purchased shares
51. Art. 48 Membership
52. Art. 49 Register of members
53. Art. 50 Inspection of register of members
54. Art. 51 Consequences of failure to comply with requirements as to register owing to agent’s default
55. Art. 52 Rectification of register
56. Art. 53 Trusts not to be entered on the register
57. Art. 54 Register as evidence
58. Art. 55 Power of members to complain of oppressive conduct
59. Art. 56 Number of directors
60. Art. 57 Secretary
61. Art. 58 Prohibition on body corporate being director
62. Art. 59 Avoidance of acts done by person in dual capacity as director and secretary
63. Art. 60 Validity of acts of directors
64. Art. 61 Appointment of directors to be voted on individually
65. Art. 62 Removal of directors
66. Art. 63 Prohibition of undischarged bankrupt acting as officer etc. of ICAV
67. Art. 64 Examination as to solvency status of director etc.
68. Art. 65 Register of directors and secretaries
69. Art. 66 Provisions supplementary to section 65
70. Art. 67 Entitlement to notify Bank of changes if section 65(6) contravened
71. Art. 68 Particulars relating to directors to be shown on all business letters
72. Art. 69 Prohibition of tax-free payments to directors
73. Art. 70 Payment of compensation
74. Art. 71 Duty of director to disclose payments made in connection with transfer of shares
75. Art. 72 Sections 70 and 71: supplementary
76. Art. 73 Contracts of employment of directors
77. Art. 74 Section 73: anti-avoidance
78. Art. 75 Prohibition of loans etc. to directors and connected persons
79. Art. 76 Section 75: supplementary
80. Art. 77 Section 75: connected persons
81. Art. 77A Intra-group transactions
82. Art. 78 Fiduciary duties of directors of ICAVs
83. Art. 79 Statement of principal fiduciary duties of directors of ICAVs
84. Art. 80 Directors to have regard to interests of employees
85. Art. 81 Register of shareholdings of directors etc.
86. Art. 82 Disclosure for purposes of section 81
87. Art. 83 Declaration of interest in contracts
88. Art. 84 Breaches of certain duties: liability to account and indemnify
89. Art. 85 Power of court to grant relief to officers of ICAV
90. Art. 86 Restrictions on directors of insolvent ICAVs
91. Art. 87 Disqualification of directors etc.
92. Art. 88 Minutes of meetings
93. Art. 89 Annual general meetings
94. Art. 90 Extraordinary general meetings
95. Art. 91 Convening of extraordinary general meetings by members
96. Art. 91A Unanimous written resolutions
97. Art. 91B Majority written resolutions
98. Art. 91C Supplemental provisions in relation to section 91B
99. Art. 92 Definitions
100. Art. 93 Registration of charges created by ICAVs
101. Art. 94 Duty of ICAV with respect to registration under section 93 and right of others to effect registration
102. Art. 95 Priority of charges
103. Art. 97 Registration of judgment mortgages
104. Art. 98 Register of charges
105. Art. 99 Certificate of registration
106. Art. 100 Entries of satisfaction and release of property from charge
107. Art. 101 Extension of time for registration of charges and rectification of register
108. Art. 102 Copies of instruments creating charges to be kept
109. Art. 103 Netting of Financial Contracts Act 1995 not to affect registration requirements
110. Art. 104 Liability of trustees for debenture holders
111. Art. 105 Perpetual debentures
112. Art. 106 Power to re-issue redeemed debentures
113. Art. 107 Specific performance of contracts to subscribe for debentures
114. Art. 108 Registration against ICAV of certain matters prohibited
115. Art. 109 Obligation to keep adequate accounting records
116. Art. 110 Basic requirements for accounting records
117. Art. 111 Where accounting records are to be kept
118. Art. 112 Access to accounting records
119. Art. 113 Retention of accounting records
120. Art. 114 Accounting records: offences
121. Art. 115 Personal liability of officers where adequate accounting records not kept
122. Art. 116 Annual accounts
123. Art. 117 Accounts to include information about directors
124. Art. 118 Directors’ report
125. Art. 119 Revised directors’ reports
126. Art. 120 Auditor reports on accounts
127. Art. 121 Consideration by auditor of consistency of directors’ report with ICAV’s accounts
128. Art. 122 Duty of auditor in relation to suspected commission of indictable offence
129. Art. 123 Eligibility to be auditor
130. Art. 124 Auditor acting where ineligible
131. Art. 125 Appointment of auditors
132. Art. 126 Casual vacancy
133. Art. 127 Partnerships
134. Art. 128 Auditor’s access to records
135. Art. 129 Rights of auditors
136. Art. 130 Remuneration of auditors
137. Art. 131 Power of competent authority
138. Art. 132 Removal of auditor
139. Art. 133 Resolution for removal of auditor
140. Art. 134 Auditor who has been removed
141. Art. 135 Resignation of auditor
142. Art. 136 Statement of circumstances
143. Art. 137 Auditor who has resigned
144. Art. 138 Requirements consequent on ceasing to hold office
145. Art. 139 Withdrawal of approval
146. Art. 140 Conversion of investment company or UCITS to ICAV
147. Art. 141 Declaration of solvency
148. Art. 142 Registration pursuant to application for conversion
149. Art. 143 Further statutory declarations
150. Art. 144 Failure to comply
151. Art. 145 Definitions
152. Art. 146 Registration documents
153. Art. 147 Continuation of migrating body
154. Art. 148 Supplementary provision in relation to section 147
155. Art. 149 Definitions
156. Art. 150 De-registration of ICAVs when continued under law of place outside the State
157. Art. 151 Provisions supplementary to section 150
158. Art. 152 Statutory declaration as to solvency
159. Art. 153 Receivers
160. Art. 154 Winding up
161. Art. 155 When Bank may strike ICAV off register
162. Art. 156 Grounds for involuntary strike off
163. Art. 157 Bank’s notice to ICAV of intention to strike it off register
164. Art. 158 Contents of Bank’s notice to ICAV
165. Art. 159 Meaning of remedial step
166. Art. 160 Public notice of intention to strike ICAV off register
167. Art. 161 Conditions for voluntary strike off
168. Art. 162 Public notice in case of voluntary strike off
169. Art. 163 Striking off (involuntary and voluntary cases) and dissolution
170. Art. 164 Effect of removal and dissolution
171. Art. 165 Power of Bank to obtain information
172. Art. 166 Application of Chapter
173. Art. 167 Restoration on application to Bank
174. Art. 168 Restoration on application to High Court
175. Art. 169 Requirements for application to High Court under section 168
176. Art. 170 Terms of High Court order on application under section 168
177. Art. 171 High Court order for restoration on application of Bank
178. Art. 172 Supplementary High Court orders
179. Art. 173 Investigations
180. Art. 174 Compliance orders
181. Art. 175 Restraining directors and others from removing assets
182. Art. 176 Agency with responsibility for enforcement of offences
183. Art. 177 District court district within which summary proceedings may be brought
184. Art. 178 Application of other provisions relating to offences
185. Art. 179 Special provisions applying where default in delivery of documents to Bank
186. Art. 180 General Offences
187. Art. 181 Evidential matters
188. Art. 182 Registration and inspection of documents
189. Art. 183 Mergers involving ICAV
190. Art. 184 Taxation
191. Art. 185 Fees
192. Art. 186 Categories of offences
193. Art. 187 Amendments of UCITS Regulations
194. Art. 188 Adaptation of certain provisions of UCITS Regulations
195. Art. 189 Amendments of Central Bank Act 1942
196. Art. 190 Exemption from liability void
197. Art. 191 Notice, etc.
198. Art. 192 Director of Corporate Enforcement