Migration of offshore collective investment funds to Ireland - an update

Migration under the Irish Collective Asset-management Vehicles (ICAV) Act 2015

The Irish Collective Asset-management Vehicles Act 2015 (the ICAV Act) introduced the ICAV, a corporate investment fund vehicle designed to meet the needs of the global funds industry, with the ability to elect to be treated as a transparent entity for US tax purposes.

Section 145 of the ICAV Act permits existing collective investment undertakings which are in the form of a body corporate and which are established and registered in a "relevant jurisdiction" to apply to the Central Bank of Ireland (the Central Bank) to migrate into Ireland and become registered as an ICAV by way of continuation (ie without the need to wind up in their existing jurisdiction).

On registration, the non-Irish fund may continue as if it were an ICAV under the ICAV Act. It must, however, apply to be de-registered in the jurisdiction from which it has migrated into Ireland (and notify the Central Bank when it has done so).

Similarly, by sections 149 and 150 of the ICAV Act, a fund can apply to the Central Bank to be de-registered where it proposes to migrate out of Ireland and become registered in a ‘relevant jurisdiction’ without the need to wind up.

By Statutory Instruments dated 01 May 2019, the Irish Minister for Finance has added Bermuda and Guernsey to the list of "relevant jurisdictions" for the purposes of sections 145 and 149.

This means that funds from these jurisdictions may now apply to the Central Bank for permission to migrate into Ireland as an ICAV or for an existing ICAV to apply to migrate out of the country.

Migration under the Companies Act 2014

Essentially similar provisions were included within the Irish Companies Act 2014 (CA 2014) in respect of investment companies with variable capital.

The CA 2014 allows collective investment fund corporates which are registered in a "relevant jurisdiction" to apply to migrate their registered offices to Ireland and obtain authorisation to carry on business there by way of continuation.

Equally, the CA 2014 allows Irish investment companies to apply to de-register and migrate to another "relevant jurisdiction".

By Statutory Instruments, the Irish Minister for Finance has prescribed the following as "relevant jurisdictions" for the purposes of these provisions in the CA 2014:

• British Virgin Islands
• Cayman Islands
• Jersey
• Bermuda
• Guernsey

Conclusion

The expansion of the lists of "relevant jurisdictions" under the ICAV Act and the CA 2014 further augments Irelands position as the fund domicile of choice for international asset managers.