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Irish Collective Asset-management Vehicles Act 2015 (No. 2) (ICAV Act)Introductory TextActs Referred toPart 1 Preliminary and general (ss. 1-8)Chapter 1 Preliminary (ss. 1-4)1. Short title and commencement2. Definitions2A. Supplemental interpretation provisions regarding ordinary and special resolutions3. Power to make regulations4. ExpensesChapter 2 Creation of ICAVs and carrying on of business (ss. 5-8B)5. Creation of ICAV with limited liability6. Instrument of incorporation7. Registered office and head office8. Carrying on of business8A. Capacity not limited by an ICAV's instrument of incorporation8B. Effect of instrument of incorporationPart 2 Registration and authorisation of ICAVs etc. (ss. 9-37)Chapter 1 Registration (ss. 9-16)9. Registration order10. Application for registration order11. Contents of statement required by section 10(2)(b)(ii)12. Making of registration order13. Requirements referred to in section 12(1)(a)(ii)14. Registration of certain matters following making of registration order15. Commencement of registration order16. Decision to refuse registration orderChapter 2 Authorisation and approval (ss. 17-28)17. Authorisation18. Application for authorisation19. Grant of authorisation20. Decision to refuse authorisation21. Appointment and approval of depositary22. Application for approval of management company23. Approval of management company24. Refusal to approve management company25. Authorisation or approval not a warranty26. Revocation of authorisation27. Imposition of conditions by Bank28. Prohibition on carrying on business as ICAV unless authorised etc.Chapter 3 Names and changes in instrument of incorporation (ss. 29-31)29. Name of ICAV30. Approval for change of name31. Alteration in instrument of incorporationChapter 4 Execution of documents, seals, etc. (ss. 32-34A)32. Execution of documents33. Common seal34. Official seal for share certificates34A. Powers of attorneyChapter 5 Sub-funds of umbrella funds (ss. 35-37)35. Segregated liability of ICAV sub-funds36. Requirements to be complied with by, and other matters respecting, an umbrella fund37. Further matters about umbrella fundsPart 3 Shares and debentures etc. (ss. 38-55)38. Power to issue shares and debentures39. Share certificates40. Evidence of share certificate41. Nature of shareholding42. Transfer of registered shares43. Refusal to register transfer of shares44. Certification of transfer of shares45. Transfer: supplementary46. Power to purchase own shares47. Treatment of purchased shares48. Membership49. Register of members50. Inspection of register of members51. Consequences of failure to comply with requirements as to register owing to agent's default52. Rectification of register53. Trusts not to be entered on the register54. Register as evidence55. Power of members to complain of oppressive conductPart 4 Directors and other officers (ss. 56-87)Chapter 1 Appointment, removal etc. (ss. 56-68)56. Number of directors57. Secretary58. Prohibition on body corporate being director59. Avoidance of acts done by person in dual capacity as director and secretary60. Validity of acts of directors61. Appointment of directors to be voted on individually62. Removal of directors63. Prohibition of undischarged bankrupt acting as officer etc. of ICAV64. Examination as to solvency status of director etc.65. Register of directors and secretaries66. Provisions supplementary to section 6567. Entitlement to notify Bank of changes if section 65(6) contravened68. Particulars relating to directors to be shown on all business lettersChapter 2 Controls of directors (ss. 69-77A)69. Prohibition of tax-free payments to directors70. Payment of compensation71. Duty of director to disclose payments made in connection with transfer of shares72. Sections 70 and 71: supplementary73. Contracts of employment of directors74. Section 73: anti-avoidance75. Prohibition of loans etc. to directors and connected persons76. Section 75: supplementary77. Section 75: connected persons77A. Intra-group transactionsChapter 3 Other matters (ss. 78-87)78. Fiduciary duties of directors of ICAVs79. Statement of principal fiduciary duties of directors of ICAVs80. Directors to have regard to interests of employees81. Register of shareholdings of directors etc.82. Disclosure for purposes of section 8183. Declaration of interest in contracts84. Breaches of certain duties: liability to account and indemnify85. Power of court to grant relief to officers of ICAV85A. Anticipated claim: similar power of relief as under section 8586. Restrictions on directors of insolvent ICAVs87. Disqualification of directors etc.Part 5 Meetings (ss. 88-91)88. Minutes of meetings89. Annual general meetings90. Extraordinary general meetings91. Convening of extraordinary general meetings by membersPart 5A Written resolution (ss. 91A-91C)91A. Unanimous written resolutions91B. Majority written resolutions91C. Supplemental provisions in relation to section 91BPart 6 Charges and debentures (ss. 92-108)Chapter 1 Interpretation (s. 92)92. DefinitionsChapter 2 Registration of charges and priority (ss. 93-103)93. Registration of charges created by ICAVs94. Duty of ICAV with respect to registration under section 93 and right of others to effect registration95. Duty of ICAV to register charges existing on property acquired96. Priority of charges97. Registration of judgment mortgages98. Register of charges99. Certificate of registration100. Entries of satisfaction and release of property from charge101. Extension of time for registration of charges and rectification of register102. Copies of instruments creating charges to be kept103. Netting of Financial Contracts Act 1995 not to affect registration requirementsChapter 3 Provisions as to debentures (ss. 104-107)104. Liability of trustees for debenture holders105. Perpetual debentures106. Power to re-issue redeemed debentures107. Specific performance of contracts to subscribe for debenturesChapter 4 Prohibition on registration of certain matters affecting shareholders (s. 108)108. Registration against ICAV of certain matters prohibitedPart 7 Accounts, reports and auditing (ss. 109-139)Chapter 1 Accounting records (ss. 109-115)109. Obligation to keep adequate accounting records110. Basic requirements for accounting records111. Where accounting records are to be kept112. Access to accounting records113. Retention of accounting records114. Accounting records: offences115. Personal liability of officers where adequate accounting records not keptChapter 2 Annual accounts (ss. 116-117)116. Annual accounts117. Accounts to include information about directorsChapter 3 Directors' reports (ss. 118-119)118. Directors' report119. Revised directors' reportsChapter 4 Audit (ss. 120-139)120. Auditor reports on accounts121. Consideration by auditor of consistency of directors' report with ICAV's accounts122. Duty of auditor in relation to suspected commission of indictable offence123. Eligibility to be auditor124. Auditor acting where ineligible125. Appointment of auditors126. Casual vacancy127. Partnerships128. Auditor's access to records129. Rights of auditors130. Remuneration of auditors131. Power of competent authority132. Removal of auditor133. Resolution for removal of auditor134. Auditor who has been removed135. Resignation of auditor136. Statement of circumstances137. Auditor who has resigned138. Requirements consequent on ceasing to hold office139. Withdrawal of approvalPart 8 Conversions of investment company or UCITS to ICAV (ss. 140-144)140. Conversion of investment company or UCITS to ICAV141. Declaration of solvency142. Registration pursuant to application for conversion143. Further statutory declarations144. Failure to complyPart 9 Migration (ss. 145-152)Chapter 1 Migration-in to become ICAV (ss. 145-148)145. Definitions146. Registration documents147. Continuation of migrating body148. Supplementary provision in relation to section 147Chapter 2 De-registration following migration out (ss. 149-151)149. Definitions150. De-registration of ICAVs when continued under law of place outside the State151. Provisions supplementary to section 150Chapter 3 Declaration of solvency (s. 152)152. Statutory declaration as to solvencyPart 10 Receivers and winding up (ss. 153-154)Chapter 1 Receivers (s. 153)153. ReceiversChapter 2 Winding up (s. 154)154. Winding upPart 11 Strike off and restoration (ss. 155-172)Chapter 1 Strike off of ICAV (ss. 155-165)155. When Bank may strike ICAV off register156. Grounds for involuntary strike off157. Bank's notice to ICAV of intention to strike it off register158. Contents of Bank's notice to ICAV159. Meaning of remedial step160. Public notice of intention to strike ICAV off register161. Conditions for voluntary strike off162. Public notice in case of voluntary strike off163. Striking off (involuntary and voluntary cases) and dissolution164. Effect of removal and dissolution165. Power of Bank to obtain informationChapter 2 Restoration of ICAV to register (ss. 166-172)166. Application of Chapter167. Restoration on application to Bank168. Restoration on application to High Court169. Requirements for application to High Court under section 168170. Terms of High Court order on application under section 168171. High Court order for restoration on application of Bank172. Supplementary High Court ordersPart 12 Investigations, compliance and enforcement (ss. 173-181)173. Investigations174. Compliance orders175. Restraining directors and others from removing assets176. Agency with responsibility for enforcement of offences177. District court district within which summary proceedings may be brought178. Application of other provisions relating to offences179. Special provisions applying where default in delivery of documents to Bank180. General Offences181. Evidential mattersPart 13 Miscellaneous (ss. 182-192)182. Registration and inspection of documents183. Mergers involving ICAV184. Taxation185. Fees186. Categories of offences187. Amendments of UCITS Regulations188. Adaptation of certain provisions of UCITS Regulations189. Amendments of Central Bank Act 1942190. Exemption from liability void191. Notice, etc.192. Director of Corporate EnforcementSchedule - Accounts
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AI Summary of Introductory Text

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Version status: | Document consolidation status: Updated to reflect all known changes
Version date: 4 March 2015 - onwards

Introductory Text

Number 2 of 2015

An Act to make provision for the creation, operation and regulation of bodies corporate to be known as Irish Collective Asset-management Vehicles and to provide for related matters.

[4th March, 2015]

Be it enacted by the Oireachtas as follows:

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