Post-Registration  

Post Registration Amendments

Following completion of the registration process of an ICAV, amendments to the ICAV's status in respect of the ICAV Act 2015 must be considered by the Central Bank.  All applications for post-registration amendments must be sent to the ICAVpostregistrations@centralbank.ie mailbox. Any subsequent filings in respect of the ICAV Act 2015 must also be sent to the Funds Post-Authorisation Section, Securities and Markets Supervision Division. It is the responsibility of the ICAV to ensure that the relevant amendments are notified to each team, respectively.

The ICAV is responsible for ensuring that the timelines set out in the ICAV Act 2015 for notifying the Central Bank ICAV Post-Registrations team are adhered to. Details of the relevant timelines are set out in the ICAV Q&A.

A number of forms are available to assist in this process and they are available here. Please ensure that a correctly completed form, along with the required documentation, if applicable, is submitted.  Incomplete/incorrect applications will be returned. 

Mortgages & Charges

The details relating to a mortgage or charge within the meaning of Section 92 of the ICAV Act 2015, must be notified to the Central Bank and registered within 21 days of either the creation of the charge or notice of intention of creation of a charge. Failure to submit the completed notification within 21 days as specified in Section 93(3) of the ICAV Act 2015 will render the charge void.

There are two methods by which a charge can be registered under the ICAV Act 2015:

One-Stage Procedure: 

Form CH1.1 should be completed to register a charge that has already been created by an ICAV. Details in relation to the charge should be submitted on the form. Further particulars/appendices/annexes should not be attached or referenced to in the form. There is no obligation on the Central Bank to publish these details. Reference to further particulars/appendices/annexes in the CH1.1 Form will result in the form being returned requesting such reference be removed.

Two-Stage Procedure:

  • Form CH1.2 should be completed by an ICAV when it is notifying the Central Bank of its intention to create a new charge. This is the first stage of the two-stage procedure.
  • Form CH1.3 should be completed and submitted to the Central Bank once the charge notified by Form CH1.2 has been created. This is the second stage of the two-stage procedure. Form CH1.3 should be submitted no later than 21 days after the receipt by the Central Bank of the Form CH1.2. Failure to file Form CH1.3 will lead to rejection of the Form CH1.2 filing. Priority of charges is determined by the time and date of receipt of Form CH1.2. 

Note: Filing of a notification under the two-stage procedure will take priority over one-stage procedure where a Form CH1.2 is filed earlier than a Form CH1.1 even though Form CH1.3 may be filed later than a filing of a Form CH1.1. 

Judgement Mortgages

Where a judgement is recovered against an ICAV and that judgement is subsequently converted into a judgement mortgage affecting any property of the ICAV, there is now a requirement on the part of the creditor to register this judgement mortgage with the Central Bank as per Section 97 of the ICAV Act 2015.

Form CH4 should be completed and submitted together with the relevant judgement mortgage documentation to ICAVpostregistrations@centralbank.ie mailbox.

The judgement mortgage shall be void against a liquidator and any creditor of the ICAV unless Form CH4 and the relevant judgement mortgage documentation is submitted.

The "relevant Judgement Mortgage document" means a certified copy of, as appropriate -

  • Form 60 60a or 60b set out in the Schedule of Forms to the Land Registration Rules 2012, (S.I. No. 483 of 2012) as amended by the Land Registration Rules 2013 (S.I. No 389 of 2013), or
  • Form 16 set out in the Schedule to the Registration of Deeds (No. 2) Rules 2009 (S.I. No. 457 of 2009), 

used for the purposes of converting the judgement concerned into a judgement mortgage.

Form CH4 must be received by the Central Bank not later than 21 days after the date on which notification by the Property Registration Authority of the judgement mortgage's creation is received by the judgement creditor.

It is presumed, until the contrary is proved, that the judgement creditor received notification of the judgement mortgage's creation, from the Property Registration Authority on the third day after the date on which that notification is sent by it to the judgement creditor or his or her agent. 

Satisfaction of a Charge

On receipt of a completed  Form CH5.1 or Form CH5.2, the Central Bank may enter a memorandum, on evidence being given to its satisfaction with respect to any charge registered -

  • That the debt in relation to which the charge was created has been paid or satisfied in whole or in part; or
  • That part of the property or undertaking charged has been released from the charge or has ceased to form part of the company's property or undertaking. 

This statement in relation to satisfaction can be signed by a director and secretary of the ICAV, or by two directors of the ICAV, or on behalf of the charge holder, stating that the satisfaction or release has occurred. 

Voluntary Strike–Off 

On receipt of a completed form and supplemental documentation, the Central Bank may strike an ICAV off the Register of ICAVs once all applicable conditions are met. 
Pursuant to Section 161(1)(e) of the ICAV Act 2015, the ICAV must publish an advertisement of its intention to apply to be struck off within 30 days before the date of the application in at least one daily newspaper circulating in the state. Suggested wording for this advertisement can be found here.

An ICAV may apply to have the Voluntary Strike-Off procedure cancelled and related parties may also object to the request to strike the ICAV from the Register of ICAVs.

All forms pertaining to the Voluntary Strike-Off procedure should be completed and submitted together with the relevant documentation to the ICAVpostregistrations@centralbank.ie mailbox. 

Winding-Up

On receipt of the completed winding-up forms and supplemental documentation, and on completion of the wind up process, the Central Bank will remove the ICAV from the Register of ICAVs.

Section 154(1) of the ICAV Act 2015, applies the provisions of Part 11 of the Companies Act 2014 (the "Companies Act"); please refer to the Companies Act and follow the applicable procedures therein. 

All forms pertaining to the wind-up procedure should be completed and submitted together with the relevant documentation to the ICAVpostregistrations@centralbank.ie mailbox.

Please ensure that an application to wind up the ICAV is processed in conjunction with the application to revoke the ICAV's authorisation as an investment company. Please contact fundrevocations@centralbank.ie with any queries regarding this process.