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
- File 174 · The investment company: activity in the State and the form of its constitution
- File 175 · Authorisation of an investment company by the Central Bank
- File 176 · Investment companies: purchase of own shares and filing of financial statements
- File 177 · Umbrella funds: segregation of liabilities between sub-funds and the special resolution procedure
- File 178 · Migration of investment funds into and out of the State
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.
Take the files for this situationThe free system
Free · with a free account
The ComplianceSME system for the Companies Act 2014 is free. It needs a free ComplianceSME account. It is engineered for Claude and runs in a dedicated Claude account. It holds 215 working files. 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 is engineered for Claude and runs in a dedicated 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.
Take the starter packComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership
- Foreign insolvency judgments, partnership size limits and signing by credit institutions
- Reports on payments to governments
- The statutory audit regime and public-interest entities
- Sustainability reporting and its assurance
- Schedule 3: the balance sheet and profit and loss formats
- Schedule 3: accounting principles, historical cost and fair value
- Schedule 3: the notes to the accounts
- Schedule 4: consolidating the group financial statements
- The small companies regime: Schedules 3A and 4A
- The micro companies regime: Schedule 3B
- Forming a private company limited by shares
- Company names, name changes and misleading trading names
- The registered office, the company seal and delivery of documents to the Registrar
- Issuing shares, calls, lien and financial assistance
- Altering company capital and varying class rights
- Transferring shares, transmission on death and share certificates
- Buying back own shares, treasury shares and cross-holdings
- Paying a dividend and making a bonus issue
- Company registers, the register of members and rights of inspection
- Holding a general meeting: notice, quorum, proxies and voting
- Written resolutions of members and registering resolutions
- Using the Summary Approval Procedure
- Appointing directors and the secretary, and the EEA-resident director rule
- Removing a director, electing a director and paying directors