ComplianceSME

Ireland · Branches, existing bodies, public offers and investment companies

Investment companies, the segregation of umbrella fund liabilities and migration into and out of the State

the Companies Act 2014 · sections 1391 to 1396, 1398, 1399, 1401A, 1406 and 1409 to 1415, and Schedule 17

Where the problem is

An investment company is registered on an activity test and then authorised separately. An investment company may not be formed and registered unless it appears to the Registrar that the company, when registered, will carry on the activity section 1391 describes. Authorisation by the Central Bank is a distinct step under section 1395, and where a specially designated company does not provide the facilities section 1395(7) describes, that subsection applies.

Umbrella funds carry a segregation rule that has to be operated, not merely stated. Schedule 17 sets the special resolution procedure for the segregation of liabilities between sub-funds, including the notice of the meeting at which a special resolution of the type referred to in paragraph 1(1) is intended to be proposed (Schedule 17, paragraph 3(1)(a)), the position where the section 193 unanimous written resolution route is proposed (Schedule 17, paragraph 3(2)(a)), and the notice of an appeal lodged by the umbrella fund (Schedule 17, paragraph 6(3)).

What the Companies Act 2014 requires

Sections 1391 to 1396 govern the formation of an investment company, the form of its constitution and its authorisation by the Central Bank. Sections 1398, 1399, 1401A and 1406 govern the purchase of own shares and the filing of financial statements, including the annual delivery required by section 1401A(1) after the first financial year.

Sections 1409 to 1415 govern migration of investment funds into and out of the State. The registration documents in relation to a migrating company are those listed in section 1409(1). The migrating company must notify the Registrar in the prescribed form and notify the Central Bank within 3 days after the event section 1411(1) identifies. Sections 1412 to 1414 govern de-registration and the position of an applicant investment company.

The tool that solves it

Files 174, 175, 176, 177 and 178 of the IE-COMPANY package cover this situation. File 174 works through the activity requirement and the form of the constitution, and File 175 works through authorisation by the Central Bank. File 176 works through the purchase of own shares and the filing of financial statements. File 177 works through umbrella funds, the segregation of liabilities between sub-funds and the Schedule 17 special resolution procedure. File 178 works through migration into and out of the State.

This situation is covered by these files from the pack IE-COMPANY

Files for this situation

Free · this situation only

The working files named above cover this situation. You take them from your free ComplianceSME account when this situation arises, and you come back to the site for the next situation.

You take the starter pack first: PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that the other files require. The situations open in your account once you have taken the starter pack.

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The free system

Free · with a free account

The ComplianceSME system for the Companies Act 2014 is free. It needs a free ComplianceSME account and runs inside your own Claude account. It holds 215 working files, the training file, the reference file in four volumes, the regulation analysis, the final review with the gap analysis, and the report assembly. You take the starter pack first, and after that the files for one situation at a time, as each situation arises.

The starter pack holds PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that every other working file requires. Print PRINT_ME_FIRST.pdf and read it before any other file.

The system runs in your own Claude account. Upload the files, type START, and the system asks you one question at a time until it has built your documentation, citing the section at every point.

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ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

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