Authorisation Process for AIFs

The process for authorising AIFs differs depending on the targeted investor and whether the AIF is also authorised under product specific legislation (in addition to domestic fund legislation).

Retail Investor Alternative Investment Fund Process

An application for authorisation of a RIAIF must be made in writing and contain the following information (non-exhaustive list):

The relevant Central Bank Application Forms (fully completed and signed);
Draft fund documents (e.g. prospectus, supplements, etc.);
Draft letters relevant to the application (e.g. letter of application);

Please note that additional information may be required by the Central Bank in the course of determining individual applications.

RIAIF Umbrella applications (including its initial sub-fund(s)) should be submitted through the Central Bank Portal via Request Changes:

Step 1: Please email [email protected] with the proposed RIAIF umbrella Fund name and the Portal Administrator Details (Name of Portal Administrator and Portal Administrator Person Code (if you do not have an existing Portal account you can register at https://registration.centralbank.ie/ )). Once the Fund has been given a C code and the Portal Administrator has been linked to the Fund and this has been confirmed by the online authorisation team, please proceed to Step 2
Step 2: An application for a RIAIF only must be made through the Central Bank Portal using the ‘RIAIF – Umbrella Application’ Request Change.

Please note that access to the relevant Request Changes must be granted to users by the Portal Administrator in order for users to be able to view them. (Please see link to Request Changes Help: Why can’t I see a particular Request Change menu option? ID: 203).

For all RIAIF applications, once the documentation has been cleared of comment by the Central Bank, the applicant must submit final dated documentation for review no later than 10:00am on the day prior to the proposed authorisation/approval date. Once the Central Bank has reviewed the dated documentation, the following documents should be submitted by 5.00pm on the day prior to the proposed authorisation/approval date: (1) Cover letter and (2) Final executed documentation.

Standalone RIAIFs and new RIAIF sub-funds of existing RIAIF umbrellas should continue to be submitted through ORION, using the relevant RIAIF ORION application forms.

Qualifying Investor Alternative Investment Fund Process

The Central Bank will authorise a Qualifying Investor AIF on receipt of a complete application provided that:

the parties involved are approved by the Central Bank in advance of the application and meet the necessary approval criteria set out in the AIF Rulebook; and
appropriate confirmation is received in relation to the contents of the relevant documentation.

An application for authorisation as a Qualifying Investor AIF can only be made where the:

Management company, general partner, AIFM, Directors in the case of an investment company or ICAV, depositary; and other service providers (fund administrator, investment manager) have been approved/cleared by the Central Bank in advance of the application.

An application for authorisation must be made in writing specifying the legislation under which authorisation is required. The letter of application must be accompanied by the standard application forms, duly completed and all relevant documentation. The application must be made by the AIFM together with the investment company or management company or general partner and depositary as appropriate.

Applications, including applications for approval of new sub-funds of existing umbrella Qualifying Investor AIFs, must be filed no later than 5pm on the business day before the proposed date of authorisation or approval. Where applications are not in full compliance with the Central Bank’s requirements, authorisation or approval will not proceed. Late and/or incomplete applications will be returned in order that documents may be re-dated or otherwise amended as necessary. Letters of authorisation or approval will issue by close of business on the day of authorisation or approval.

European Long-Term Investment Fund (‘ELTIF’) Process

In order to apply for authorisation as an ELTIF, an applicant must complete the application form below and related schedules, as relevant:

The authorisation process for ELTIFs will vary depending on the targeted investor type.

Retail Investor ELTIF – Standalone / Umbrella Application

Step 1: Please email [email protected] with the proposed umbrella/standalone Fund name and the Portal Administrator Details (Name of Portal Administrator and Portal Administrator Person Code (if you do not have an existing Portal account you can register at https://registration.centralbank.ie/ )). Once the Fund has been given a C code and the Portal Administrator has been linked to the Fund and this has been confirmed by the online authorisation team please proceed to Step 2.

Step 2: An application for authorisation of an ELTIF marketing to Retail Investors must be made through the Portal using the ‘Retail Investor ELTIF – Umbrella / Standalone Application’ Request Change and contain the following information (non-exhaustive list):

Draft fund documents (e.g. clean and marked up prospectus, supplements, etc.);
Draft letters relevant to the application (e.g. letter of application); and
The ELTIF application form

(Please note that access to the relevant Request Changes must be granted to users by the Portal Administrator in order for users to be able to view them. (Please see link to Request Changes Help: Why can’t I see a particular Request Change menu option? ID: 203))

Please note that additional information may be required by the Central Bank in the course of determining individual applications.

Where an AIFM wishes to establish a Retail Investor ELTIF which is open-ended with limited liquidity (i.e. provides for the possibility of redemptions during the life of the ELTIF), the following must be submitted (by way of separate letter) as part of its initial filing with the Central Bank:

A narrative explanation of the results of the liquidity stress testing carried out in accordance with Article 15(3), point (b), and Article 16(1), second subparagraph, of Directive 2011/61/EU, demonstrating whether and how, in severe but plausible scenarios, the ELTIF is able to deal with redemption requests;
Where redemptions are proposed to take place more frequently than on a quarterly basis, a justification of the appropriateness of the redemption frequency and its compatibility with the individual features of the ELTIF;
Where the notice period of the ELTIF is proposed to be less than 3 months, the reasons for the shorter notice period, and an explanation as to how that shorter notice period is consistent with the individual features of the ELTIF.

Once the documentation has been cleared of comment by the Central Bank then the following documents should be submitted by 5.00 pm on the day prior to the proposed authorisation day: (1) Cover letter, (2) Final executed documentation and (3) The relevant Central Bank Application Forms (fully completed and signed) i.e. application forms for constitutional document, depositary agreement, AIFM agreement etc.

Retail Investor ELTIF – Sub-Fund Application

An application for an ELTIF sub-fund marketing to Retail Investors must be made through the Portal using the ‘Retail Investor ELTIF – Sub-Fund Application’ Request Change. Please note that the request change must be submitted at umbrella level. The application should contain the following information (non-exhaustive list):

Draft fund documents (e.g. clean and marked up prospectus, supplements, etc.);
Draft letters relevant to the application (e.g. letter of application); and
The ELTIF application form.

Please note that additional information may be required by the Central Bank in the course of determining individual applications.

A narrative explanation of the results of the liquidity stress testing carried out in accordance with Article 15(3), point (b), and Article 16(1), second subparagraph, of Directive 2011/61/EU, demonstrating whether and how, in severe but plausible scenarios, the ELTIF is able to deal with redemption requests;
Where redemptions are proposed to take place more frequently than on a quarterly basis, a justification of the appropriateness of the redemption frequency and its compatibility with the individual features of the ELTIF;
Where the notice period of the ELTIF is proposed to be less than 3 months, the reasons for the shorter notice period, and an explanation as to how that shorter notice period is consistent with the individual features of the ELTIF.

Once the documentation has been cleared of comment by the Central Bank then the following documents should be submitted by 5.00 pm on the day prior to the proposed approval: (1) Cover letter, and (3) The relevant Central Bank Application Forms (fully completed and signed) i.e. application forms for constitutional document, depositary agreement, AIFM agreement etc. if relevant.

Qualified Investor ELTIF – Standalone / Umbrella Application

If a pre-submission is required, follow Step 1, otherwise, move straight to Step 2.

Step 1: Establishment of open-ended with limited liquidity ELTIFs: The Central Bank requires a pre-submission to be made in respect of Qualifying Investor ELTIFs which propose to provide for the possibility of redemptions during the life of the ELTIF. The pre-submission must contain the following information:

A narrative explanation of the results of the liquidity stress testing carried out in accordance with Article 15(3), point (b), and Article 16(1), second subparagraph, of Directive 2011/61/EU, demonstrating whether and how, in severe but plausible scenarios, the ELTIF is able to deal with redemption requests;
Where redemptions are proposed to take place more frequently than quarterly, justification of the appropriateness of the redemption frequency and its compatibility with the individual features of the ELTIF.
Where the notice period of the ELTIF is proposed to be less than 3 months, the reasons for the shorter notice period, and an explanation as to how that shorter notice period is consistent with the individual features of the ELTIF.

Pre-submissions should be sent to [email protected] and clearly marked as a “Pre-submission for an open-ended ELTIF”. Pre-submissions must be made in good time to allow these to be considered by the Central Bank in advance of for the desired authorisation date.

Step 2: Please email [email protected] with the proposed umbrella/standalone Fund name and the Portal Administrator Details (Name of Portal Administrator and Portal Administrator Person Code (if you do not have an existing Portal account you can register https://registration.centralbank.ie/ )). Once the Fund has been given a C code and the Portal Administrator has been linked to the Fund and this has been confirmed by the team please proceed to Step 3.

Step 3: An application for authorisation of an ELTIF marketing to Qualified Investors must be made through the Central Bank of Ireland Portal using the ‘Qualified Investor ELTIF – Umbrella / Standalone Application’ Request Change.

The letter of application must be accompanied by the ELTIF application forms and the relevant QIAIF application forms (i.e. application forms for constitutional document, depositary agreement, AIFM agreement etc.), duly completed and all relevant documentation. The application must be made by the AIFM together with the investment company or management company or general partner and depositary as appropriate.

The Central Bank will authorise an ELTIF marketing only to Qualified Investors on receipt of a complete application provided that:

The parties involved are approved by the Central Bank in advance of the application and meet the necessary approval criteria set out in the AIF Rulebook; and
Appropriate confirmation is received in relation to the contents of the relevant documentation.

Please attach the following documents and submit by 5.00 pm on the day prior to the proposed authorisation day: (1) Cover letter (2) Final executed documentation and (3) ELTIF application forms and QIAIF application forms as applicable.

Where applications are not in full compliance with the Central Bank’s requirements, authorisation will not proceed. Late and/or incomplete applications will be returned in order that documents may be re-dated or otherwise amended as necessary. Letters of authorisation will issue by close of business on the day of authorisation.

Qualified Investor ELTIF – Sub-Fund Application

If a pre-submission is required, follow Step 1, otherwise, move straight to Step 2.

A narrative explanation of the results of the liquidity stress testing carried out in accordance with Article 15(3), point (b), and Article 16(1), second subparagraph, of Directive 2011/61/EU, demonstrating whether and how, in severe but plausible scenarios, the ELTIF is able to deal with redemption requests;
Where redemptions are proposed to take place more frequently than on a quarterly basis, a justification of the appropriateness of the redemption frequency and its compatibility with the individual features of the ELTIF;
Where the notice period of the ELTIF is proposed to be less than 3 months, the reasons for the shorter notice period, and an explanation as to how that shorter notice period is consistent with the individual features of the ELTIF.

Step 2: An application for approval of an ELTIF sub-fund marketing to Qualified Investors must be made through the Central Bank of Ireland Portal using the ‘Qualified Investor ELTIF – Sub-Fund Application’ Request Change. Please note that the request change must be submitted at umbrella level.

The letter of application must be accompanied by the ELTIF application forms and the relevant QIAIF application forms (i.e. application forms for constitutional document, depositary agreement, AIFM agreement etc. if applicable), duly completed and all relevant documentation. The application must be made by the AIFM together with the investment company or management company or general partner and depositary as appropriate.

The Central Bank will approve an ELTIF marketing only to Qualified Investors on receipt of a complete application provided that:

The parties involved are approved by the Central Bank in advance of the application and meet the necessary approval criteria set out in the AIF Rulebook; and
Appropriate confirmation is received in relation to the contents of the relevant documentation.

Please attach the following documents and submit by 5.00 pm on the day prior to the proposed approval day: (1) Cover letter (2) Final executed documentation and (3) ELTIF application forms and QIAIF application forms as applicable.

Where applications are not in full compliance with the Central Bank’s requirements, approval will not proceed. Late and/or incomplete applications will be returned in order that documents may be re-dated or otherwise amended as necessary. Letters of approval will issue by close of business on the day of approval.

Professional Investor ELTIF - Standalone / Umbrella Application

If a pre-submission is required, follow Step 1, otherwise, move straight to Step 2.

Step 1: Establishment of open-ended with limited liquidity ELTIFs: The Central Bank requires a pre-submission to be made in respect of Professional Investor ELTIFs which propose to provide for the possibility of redemptions during the life of the ELTIF. The pre-submission must contain the following information:

A narrative explanation of the results of the liquidity stress testing carried out in accordance with Article 15(3), point (b), and Article 16(1), second subparagraph, of Directive 2011/61/EU, demonstrating whether and how, in severe but plausible scenarios, the ELTIF is able to deal with redemption requests;
Where redemptions are proposed to take place more frequently than on a quarterly basis,a justification of the appropriateness of the redemption frequency and its compatibility with the individual features of the ELTIF; and
Where the notice period of the ELTIF is proposed to be less than 3 months, the reasons for the shorter notice period, and an explanation as to how that shorter notice period is consistent with the individual features of the ELTIF.

Step 2: Please email [email protected] with the proposed umbrella/standalone Fund name and the Portal Administrator Details (Name of Portal Administrator and Portal Administrator Person Code (if you do not have an existing Portal account you can register at: https://registration.centralbank.ie/ )). Once the Fund has been given a C code and the Portal Administrator has been linked to the Fund and this has been confirmed by the team please proceed to Step 3.

Step 3: An application for authorisation of an ELTIF marketing to Professional Investors must be made through the Central Bank of Ireland Portal using the ‘Professional Investor ELTIF – Umbrella / Standalone Application’ Request Change.

The Central Bank will authorise an ELTIF marketing only to Professional Investors on receipt of a complete application provided that:

The parties involved are approved by the Central Bank in advance of the application and meet the necessary approval criteria set out in the AIF Rulebook; and
Appropriate confirmation is received in relation to the contents of the relevant documentation.

Professional Investor ELTIF – Sub-Fund Application

If a pre-submission is required, follow Step 1, otherwise, move straight to Step 2.

A narrative explanation of the results of the liquidity stress testing carried out in accordance with Article 15(3), point (b), and Article 16(1), second subparagraph, of Directive 2011/61/EU, demonstrating whether and how, in severe but plausible scenarios, the ELTIF is able to deal with redemption requests;
Where redemptions are proposed to take place more frequently than on a quarterly basis, a justification of the appropriateness of the redemption frequency and its compatibility with the individual features of the ELTIF; and
Where the notice period of the ELTIF is proposed to be less than 3 months, the reasons for the shorter notice period, and an explanation as to how that shorter notice period is consistent with the individual features of the ELTIF.

Step 2: An application for approval of an ELTIF marketing to Professional Investors must be made through the Central Bank of Ireland Portal using the ‘Professional Investor ELTIF – Sub-Fund Application’ Request Change. Please note that the request change must be submitted at umbrella level.

The letter of application must be accompanied by the ELTIF application forms and the relevant QIAIF application forms (i.e. application forms for constitutional document, depositary agreement, AIFM agreement etc. if applicable), duly completed and all relevant documentation. The application must be made by the AIFM together with the investment company or management company or general partner and depositary as appropriate.

The Central Bank will approve an ELTIF marketing only to Professional Investors on receipt of a complete application provided that:

The parties involved are approved by the Central Bank in advance of the application and meet the necessary approval criteria set out in the AIF Rulebook; and
Appropriate confirmation is received in relation to the contents of the relevant documentation.

Fitness and Probity

A sound and effective fit-and-proper test is a critical component of the regulatory regime. To ensure the proper discharge of their responsibilities, it is important that Directors and Managers have the skills to manage an AIF.

“Fitness” requires that a person appointed as a Director or Manager has the necessary qualifications, skills and experience to perform the duties of that position. “Probity” requires that a person is honest, fair and ethical.

The Central Bank expects that the board of directors of management companies, general partners and investment companies will include directors who have experience in relation to the organisation of AIFs. All directors, including new directors to existing management companies, must be approved in advance of the application.

An on-line Individual Questionnaire must be completed in respect of each director appointment, including directors who were previously approved as a director to a Retail Investor AIF or to a Retail Investor AIF service provider. Accordingly, all proposed directors must complete the on-line Individual Questionnaire at least 20 working days in advance of the proposed authorisation date for the Retail Investor AIF.

An on-line Individual Questionnaire must be completed in respect of each director appointment, including directors who were previously approved as a director to a Qualifying Investor AIF or to a Qualifying Investor AIF service provider. Accordingly, all proposed directors must complete the on-line Individual Questionnaire at least 5 working days in advance of filing the Qualifying Investor AIF application.

More information in relation to the fitness and probity process is available here.

Requests for a Derogation for a Retail Investor AIF/Qualifying Investor AIF / ELTIF

A request for a derogation from the AIF Rulebook may be sought by a Retail Investor AIF/Qualifying Investor AIF/ELTIF and will be considered on a case-by-case basis.

Pre-Submissions for a Qualifying Investor AIF

A pre-submission is required in respect of certain Qualifying Investor AIFs and will be considered on a case-by-case basis.

Quality assurance checks of Qualifying Investor AIFs / Qualified Investor ELTIFs / Professional Investor ELTIFs

The Central Bank carries out quality assurance reviews post authorisation on a sample of Qualifying Investor AIFs / Qualified Investor ELTIFs / Professional Investor ELTIFs (the ‘AIFs’). These AIFs are selected at the discretion of the Central Bank. These reviews focus on the AIFs compliance with the Central Bank’s AIF Rulebook (and other regulatory / legislative obligations as applicable). Where selected for a quality assurance review, the AIF or their representative is expected to respond to any comments raised by the Central Bank within 20 business days.