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
An umbrella fund must operate the Schedule 17 procedure to segregate liabilities between its sub-funds
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)).
Sections 1409 to 1415 set out what a fund migrating into or out of the State must file and notify
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 system generates your ComplianceSME company passport and then walks you through the working files
Working files 174, 175, 176, 177 and 178 of the IE-COMPANY agent toolkit cover this situation. Working file 174 works through the activity requirement and the form of the constitution, and Working file 175 works through authorisation by the Central Bank. Working file 176 works through the purchase of own shares and the filing of financial statements. Working file 177 works through umbrella funds, the segregation of liabilities between sub-funds and the Schedule 17 special resolution procedure. Working file 178 works through migration into and out of the State.
- Working file 174 · The investment company: activity in the State and the form of its constitution
- Working file 175 · Authorisation of an investment company by the Central Bank
- Working file 176 · Investment companies: purchase of own shares and filing of financial statements
- Working file 177 · Umbrella funds: segregation of liabilities between sub-funds and the special resolution procedure
- Working file 178 · Migration of investment funds into and out of the State
Free, with a free account
The working files above open from your ComplianceSME account at no charge, and so does the rest of the Companies Act 2014 toolkit: 215 working files across the 75 situations a company registered in Ireland can be in. Working file 1 runs first and builds the company passport; after that you open each working file as its situation arises.
A working file runs in Claude. You ask the ComplianceSME connector for it in a dedicated premium seat on the Claude Team plan. It asks one question at a time, then returns the document the Companies Act 2014 names, citing the Act's section at every step. Nothing is downloaded and nothing is installed.
The report stays yours, ready for a bank, an insurer, a customer or an inspector. Your dashboard shows every working file and its state.
Open this working fileComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete