Publication of national provisions governing marketing requirements for AIFs

Issued: 29 July 2021

Last revision: 29 July 2021

In application of Article 1 of the Commission Implementing Regulation (EU) 2021/955, this page contains the information on the national laws, regulations and administrative provisions governing marketing requirements referred to in Article 5(1) of Regulation (EU) 2019/1156 of the European Parliament and of the Council of 20 June 2019 on facilitating cross-border distribution of collective investment undertakings.

Summary of the marketing requirements for AIFs

1.  Notification and prior approval of marketing

Information on the general procedures for submitting passporting notifications to the Central Bank is available here.

An AIF situated in another jurisdiction which proposes to market its units in Ireland to retail investors must make application to the Central Bank in writing and marketing of units in Ireland to retail investors may not take place until the AIF has received a letter of approval from the Central Bank.

2.  Notification and prior approval of marketing communications

The Central Bank does not require notification or prior approval of marketing communications for AIFs.

3.   Marketing to retail or to professional investors

Chapter 1, Part III (Marketing of AIF to Retail Investors) of the AIF Rulebook sets out requirements for the marketing of AIFs to retail investors. This includes, amongst other requirements:

  • a requirement to include a statement in relation to where the AIF is authorised/supervised in each copy of the AIF’s prospectus and in any marketing material distributed in Ireland for the purposes of promoting the AIF to retail investors; and
  • the inclusion of additional information in the prospectus of the AIF.

AIFs marketing their units in Ireland to retail investors, shall comply with the Consumer Protection Code of the Central Bank.

The Central Bank guidance, Performance Fees of UCITS and certain types of Retail Investor AIFs, applies to performance fees of AIF marketing their units to retail investors in Ireland (other than those AIF which are out of scope of the Guidance).

4.    Additional requirements applicable in particular to the marketing of certain categories of AIFs that exist under national law (e.g. private equity or real estate AIFs)

The Central Bank’s regulatory framework does not contain additional rules related to the marketing of certain categories of AIFs.

5.   Any other requirements for the marketing of AIFs that the competent authority considers appropriate

AIFs marketing their units in Ireland must comply with the law, regulations and administrative provisions in force in Ireland.

Marketing requirements for AIFs

The AIFMD (Directive 2011/61/EU) is implemented into Irish law by the European Union (Alternative Investment Fund Managers) Regulations 2013 [S.I. No 257 of 2013] (as amended) (the “AIFM Regulations”). In addition to the AIFM Regulations, the Central Bank has published a rulebook (the “AIF Rulebook”) which sets out the Central Bank’s requirements for AIFs. Links to the legislation relevant to the regulation of AIFs is available here.  The AIF Rulebook is available here.

AIFMD Article 4(1)(x) defines as "marketing" a direct or indirect offering or placement at the initiative of the AIFM or on behalf of the AIFM of units or shares of an AIF it manages to or with investors domiciled or with a registered office in the Union.

Prior authorisation for marketing

AIFs which propose to market their units in Ireland to retail investors must be authorised by a supervisory authority set up in order to ensure the protection of unitholders and which, in the opinion of the Central Bank, provides an equivalent level of investor protection to that provided under Irish laws, regulations and conditions governing Retail Investor AIF.

An AIF situated in another jurisdiction which proposes to market its units in Ireland to retail investors must make an application to the Central Bank in writing, enclosing the following information and documentation.

AIFs which are one of the following:

  1. established in Guernsey and authorised as Class A schemes
  2. established in Jersey and authorised as recognised funds
  3. established in the Isle of Man as authorised schemes

will receive approval to market their units in Ireland to retail investors on completion of the information and documentation requirements. Other AIF's must demonstrate that the AIF arrangements are such that they provide an equivalent level of investor protection to that provided under Irish laws, regulations and conditions governing Retail Investor AIF.

Marketing of units in Ireland to retail investors may not take place until the AIF has received a letter of approval from the Central Bank.

Applications by AIFs constituted as umbrella funds to market units of additional sub-funds to retail investors in Ireland must be made to the Central Bank, in writing, enclosing the following:

  1. a statement or certificate from the supervisory authority of the AIF confirming that the sub-fund is authorised or approved;
  2. the revised prospectus for the AIF; and
  3. details of any material changes in the operation of the AIF since the initial approval to market in Ireland was provided.

AIFs marketing their units in Ireland must comply with the law, regulations and administrative provisions in force in Ireland.

When an AIF has received approval from the Central Bank to market units in Ireland to retail investors the name of the AIF and the name and address of the facilities agent will be placed on a list of AIFs marketing in Ireland to retail investors, which will be made available to the public on request.

In the context of AIFs marketed to professional investors, the relevant marketing notifications under AIFMD must be adhered to.

Format and content of marketing material, including the identification of the information and documents to be notified to the competent authority prior to the beginning of marketing

The Central Bank’s regulatory framework does not contain any such requirements for AIFs.

Verification of marketing communications by the competent authority

The Central Bank does not provide for the verification of AIF marketing communications.

Marketing to retail investors or to professional investors

The following requirements apply to AIFs other than authorised AIFs which market their units in Ireland to retail investors:

Where the AIF has received approval from the Central Bank to market its units in Ireland to retail investors, it shall include the following statement, in a prominent position, in each copy of its prospectus and in any marketing material distributed in Ireland for the purposes of promoting the AIF to retail investors:

“While this AIF has been approved to market its units to the public in Ireland by the Central Bank, the scheme is not supervised or authorised in Ireland. It is incorporated/established in __________ and is supervised by __________.”

The AIF shall include the following information for Irish unitholders in its prospectus:

(a) details of the facilities agent and the facilities maintained;

(b) provisions of Irish tax laws, if applicable; and

(c) details of the places where issue and repurchase prices can be obtained or are published.

Where the AIF is constituted as an umbrella fund, it shall only market sub-funds for which it has received specific approval from the Central Bank.

The AIF, in marketing its units in Ireland to retail investors, shall comply with the Consumer Protection Code of the Central Bank.

The AIF shall submit to the Central Bank a copy of its annual and half-yearly reports, as soon as they are available.

(Reference: Chapter 1, Part III (Marketing of AIF to Retail Investors) of the AIF Rulebook)

Reporting obligations in relation to marketing

The following requirement applies to AIFs other than authorised AIFs which market their units in Ireland to retail investors:

The AIF shall submit to the Central Bank a copy of its annual and half-yearly reports, as soon as they are available.

(Reference: Chapter 1, Part III (Marketing of AIF to Retail Investors) of the AIF Rulebook)

Passporting regime

The Central Bank’s regulatory framework does not contain any additional requirements in relation to passporting other than those laid down in the AIFMD.

Information on the general procedures for submitting notifications to the Central Bank is available here.

Distribution of funds established in a third country under the national private placement regime

Ireland has a national private placement regime (NPPR) in place that permits non-EU AIFMs and non-EU AIFs to provide activities to professional investors in Ireland pursuant to the AIFM Regulations.

Management of non-EU AIFs by Irish AIFMs (Regulation 35 of the EU (AIFM) Regulations 2013)

Irish AIFMs proposing to manage non-EU AIFs must notify the Central Bank for approval in accordance with Regulation 35 of the EU (AIFM) Regulations 2013.

Marketing non-EU AIFs in Ireland managed by Irish AIFMs or AIFMs from other Member States (Regulation 37 of the EU (AIFM) Regulations 2013)

Irish AIFMs or AIFMs from other Member States proposing to market non-EU AIFs to professional investors in Ireland must apply to the Central Bank for approval in accordance with the requirements of Regulation 37.

Marketing AIFs in Ireland managed by non-EU AIFMs (Regulation 43 of the EU (AIFM) Regulations 2013)

Non-EU AIFMs proposing to market AIFs to professional investors, in Ireland must apply to the Central Bank for approval in accordance with Regulation 43.  

Information on the general procedures for submitting the above notifications to the Central Bank is available here.

Distribution of open-ended AIFs and of closed-ended AIFs

The Central Bank’s regulatory framework does not contain any specific provisions related to the distribution of open-ended or closed-ended AIFs.

De-notification of arrangements made for marketing

The Central Bank’s regulatory framework does not contain any additional requirements in relation to de-notification of arrangements made for marketing other than those laid down in the AIFMD.

Other rules governing marketing of AIFs applicable within  Ireland

The Central Bank guidance, Performance Fees of UCITS and certain types of Retail Investor AIFs, applies to performance fees of AIFs marketing their units to retail investors in Ireland (other than those AIFs which are out of scope of the Guidance).

Disclaimer: The Central Bank of Ireland has taken reasonable care to ensure that the information on the national provisions governing marketing requirements of AIFs in Ireland included on this webpage is up-to-date and complete. The Central Bank of Ireland is not responsible for maintaining external websites and shall not be liable for any error or omission on any external website to which hyperlinks are provided on this webpage.

Other requirements*

In addition to the provisions referred to above, which are set out specifically for the marketing of AIFs, there may be other legal provisions that may apply when marketing them in Ireland, although they are not specifically designed for the marketing of AIFs, depending on the individual situation of those involved in the marketing of shares or units of AIFs. Marketing in Ireland may trigger the application of other requirements, such as:

  • the ASIA Code of Standards for Advertising and Marketing Communications in Ireland;
  • the Broadcasting Act 2009;
  • the Competition and Consumer Protection Act 2014;
  • the Consumer Protection Act 2007;
  • the Copyright and Related Rights Act 2000;
  • the Data Protection Act 2018;
  • the Data Protection Acts 1988 and 2003;
  • the European Communities (Misleading Advertising) Regulations 1988;
  • the European Communities (Misleading and Comparative Marketing Communications) Regulations 2007;
  • the Patents Act 1992;
  • the Sale of Goods and Supply of Services Act 1980;
  • the Trademarks Act 1996.

Disclaimer: The foregoing is a non-exhaustive list of national law that could be applicable and the Central Bank of Ireland shall not be liable for any omission in that list. Supervision of the requirements deriving from these laws is not under the supervision of the Central Bank of Ireland. The applicability of these requirements, and any other legal requirements, should be assessed before marketing, or investing in an AIF. Where uncertainty exists, those marketing, or investing in an AIF should obtain independent advice as to the applicable requirements to their individual situation.