IRELAND Law and Practice Contributed by: Diarmuid Mawe, Craig Kenny, Katelin Toomey and William Fogarty, Maples Group
5.2 Main Features and Tax Implications of the Constitution of Each Type of Entity ICAV The ICAV is a corporate vehicle similar to an investment company and may be structured as an umbrella fund with segregation of liability between sub-funds. The Instrument of Incorporation is the ICAV’s Private Company Limited by Shares (LTD) A Private Company Limited by Shares (LTD) is a simplified entity that has the capacity of a natural person. The constitution of an LTD com - prises one document. The LTD does not have an objects clause and has full unlimited capacity to carry on any legal business, subject to any restrictions in other legislation. Designated Activity Company (DAC) constitutional document. Unregulated Structures An Irish company may also be formed as a Designated Activity Company (DAC), which is a private limited company. The constitution of a DAC comprises a memorandum of association and articles of association. The memorandum of association sets out the objects of the DAC, and the DAC can do any act or thing stated in the objects. PLC A PLC is another type of Irish company, under which the liability of members is limited to the amount, if any, unpaid on shares held by them. Similar to a DAC, the constitution of a PLC comprises a memorandum of association and articles of association. The memorandum of association sets out the objects of the PLC, and the PLC has the capacity to do any act or thing stated in the objects.
A REIT is a type of Irish PLC aimed at facilitat - ing collective investment in real estate. The con - stitution of a REIT comprises a memorandum of association and articles of association, with provisions typical of an Irish PLC. The articles of association will impose certain restrictions and obligations on the shareholders of the company to enable the company to qualify as an Irish REIT. 5.3 REITs REITs are not commonly used in the Irish real estate market. See 5.1 Types of Entities Avail- able to Investors to Hold Real Estate Assets for further details. 5.4 Minimum Capital Requirement There is no mandatory minimum capital require - ment for Irish private companies. The Central Bank (CB) does not apply a mini - mum capital requirement for QIAIF ICAVs, which are externally managed by an alternative invest - ment fund manager (AIFM). However, an inter - nally managed QIAIF ICAV must have a minimum paid-up share capital equivalent to EUR300,000. In addition, ICAVs structured as QIAIFs must apply a minimum initial subscription requirement of EUR100,000 per investor. Exemptions from this minimum subscription requirement can be sought by certain categories of knowledgeable investors, including the directors of the QIAIF, the investment manager and its senior employ - ees. 5.5 Applicable Governance Requirements REITs REITs must comply with the corporate govern - ance provisions set out in the CA applicable to PLCs. In addition, any market on which a REIT’s
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