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New Filing Obligations for Irish Investment Funds

AUTHOR(S): Tara Doyle, Michael Jackson, Dualta Counihan, Anne-Marie Bohan, Shay Lydon, Liam Collins, Philip Lovegrove, Elizabeth Grace, Oisin McClenaghan, Michelle Ridge, Barry O’Connor, Donal O’Byrne
PRACTICE AREA GROUP: Asset Management and Investment Funds
DATE: 16.07.2018

The transposition of the EU Accounting Directive into Irish law means that Irish investment funds established as public limited companies must now file accounts with the Companies Registration Office (“CRO”) on a publicly accessible basis.

The majority of the provisions of the Companies (Accounting) Act 2017 (the “Act”) came into effect on 9 June 2017. The purpose of the Act is to transpose the EU Accounting Directive (the “Accounting Directive”) into Irish law and as a result the Act makes a number of updates and amendments to the Irish Companies Act 2014 (the “Companies Act”).

Filing Deadline

Statutory financial statements must be filed with the CRO within eleven months of the financial year end. The Act will apply to financial years commencing on or after 1 January 2017 and accordingly, the first filings will likely be made in November 2018.

Impact on Investment Funds

The Act impacts all Irish collective investment schemes, ie, UCITS, retail investor alternative investment funds (“RIAIFs”) and qualifying investor alternative investment funds (“QIAIFs”), that are established as public limited companies. These investment companies must now file annual audited accounts, together with directors’ and auditors’ reports, with the CRO.

Irish investment funds structured as public limited companies are subject to a pre-existing requirement to file their annual audited accounts with the Central Bank of Ireland ("Central Bank") and to circulate those accounts to investors. Unlike the CRO, the Central Bank does not operate a publicly available register of filed annual accounts and therefore investment funds had not been required to file accounts on a publicly accessible basis until the introduction of the Act.

The eleven month filing deadline will mean that much of the information contained in the financial statements will be of a historical nature and therefore less likely to impact the fund from a proprietary perspective. The list of documents to be made available to the CRO (the statutory financial statements, directors’ report and statutory auditors’ report) is also narrower than the reporting required to be made to the Central Bank and only this narrower category of information will be in the public domain.

ICAVs and the Act

As Irish Collective Asset-management Vehicles (“ICAVs”) are established under the Irish Collective Asset-management Vehicles Act 2015 rather than the Companies Act, it is important to note that ICAVs fall outside the scope of the new requirements outlined in the Act and will not be required to file their annual accounts with the CRO. ICAVs must continue to comply with the pre-existing requirement to file their annual accounts with the Central Bank and circulate those accounts to investors of the ICAV.

Forms and Fees

On 10 July 2018, the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2018 (“UCITS Amendment Regulations”) were signed into law, prescribing a fee of €15 to accompany the submission of Form FS1 to the CRO.

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