IRELAND Law and Practice Contributed by: Nicholas Blake-Knox, Jonathan Sheehan, Damien Barnaville and Joe Mitchell, Walkers
UCITS are open-ended structures where dealing must, at a minimum, be offered twice a month at regular intervals. In practice, the majority of UCITS are structured as daily dealing funds. As mentioned in 2.1.1 Fund Structures , the majority of investment managers and investment advisers appointed to act for Irish investment funds are domiciled in other jurisdictions, but any such Irish incorporated entities are gener - ally structured as private companies limited by shares. 3.1.2 Common Process for Setting Up Investment Funds Where structured as an investment company or an ICAV, the fund will need to be incorporated or registered with the Irish Companies Registration Office or the Central Bank, respectively, prior to an application being submitted to the Central Bank. Unlike an application for authorisation of a QIAIF, which can generally avail of the Central Bank’s fast-track authorisation process (see 2.1.2 Com- mon Process for Setting Up Investment Funds ), an application for authorisation of a UCITS (or an AIF available to retail investors) is subject to a detailed review of the investment fund’s key documentation by the Central Bank. After its ini - tial review of the draft documentation, the Cen - tral Bank will issue comments, which need to be dealt with before the investment fund can be authorised. All other material contracts entered into by the UCITS (or an AIF available to retail investors) will need to be submitted to the Cen - tral Bank on authorisation day, with correspond - ing certifications being made as to their compli - ance with the requirements of the Central Bank. Before a UCITS or an AIF available to retail investors is approved by the Central Bank, it
is necessary to ensure that all service provid - ers have obtained any requisite pre-approvals from the Central Bank to act for Irish-domiciled investment funds. This is most relevant for dis - cretionary investment managers that have not previously provided such services to Irish domi - ciled investment funds. Please see 2.3.3 Local Regulatory Requirements for Non-Local Man- agers for further details of the clearance process for discretionary investment managers. For applications for new UCITS or RIAIFs that are not clones of previously authorised funds, the Central Bank aims to respond to initial comments within 20 business days of receiv - ing a complete application, and to respond to all subsequent comments within ten business days of receipt. The timeframe for the establish - ment and authorisation of UCITS and other retail investment funds generally ranges from 12 to 24 weeks. 3.1.3 Limited Liability Investors in UCITS are generally only liable for any amounts subscribed for, so that any losses suffered by an investor will be limited to the sub - scription amount. In addition, umbrella funds have segregated liability between sub-funds as a matter of Irish law, which means that the assets and liabilities of a sub-fund are ring-fenced and such assets cannot be used to satisfy the liabilities of another sub-fund. 3.1.4 Disclosure Requirements As set out in 2.1.4 Disclosure Requirements , Irish investment funds are required to provide investors with a prospectus that discloses key information about the investment strategy, the parties involved and the potential risks relevant to investing in the investment fund. Prior to
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