Irish Collective Asset-management Vehicles Act 2015

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Chapter 2

De-registration following migration out

Definitions

149. (1) In this Chapter—

“applicant” means an ICAV that applies under section 150 to be de-registered under section 151 ;

“relevant jurisdiction”, in relation to an ICAV, means the place, outside the State, prescribed under subsection (2) in which the ICAV proposes to be registered;

“transfer documents”, in relation to an applicant, means the following documents:

(a) a statutory declaration, in such form as may be specified by the Bank, of a director of the applicant made not more than 28 days before the date on which the application is made to the Bank to the effect that—

(i) the applicant will, upon registration, continue as a body corporate under the laws of the relevant jurisdiction,

(ii) no petition or other similar proceeding to wind up or liquidate the applicant has been notified to the applicant and remains outstanding in any place, and no order has been notified to the applicant or resolution adopted to wind up or liquidate the applicant in any place,

(iii) the appointment of a receiver, liquidator or other similar person has not been notified to the applicant and, at the date of the declaration, no such person is acting in that capacity in any place with respect to the applicant or its property or any part of its property,

(iv) the applicant is not, at the date of the declaration, operating or carrying on business under any scheme, order, compromise or other similar arrangement entered into or made by the applicant with creditors in any place,

(v) the application for de-registration is not intended to defraud persons who are, at the date of the declaration, creditors of the applicant,

(vi) any consent or approval to the proposed de-registration required by any contract entered into or undertaking given by the applicant has been obtained or waived, and

(vii) the de-registration is permitted by the instrument of incorporation of the applicant;

(b) a declaration of solvency prepared in accordance with the provisions of Chapter 3;

(c) a copy of a special resolution of the applicant that approves the proposed de- registration and the transfer of the applicant to the relevant jurisdiction.

(2) The Minister may make regulations prescribing places, outside the State, for the purposes of the definition of “relevant jurisdiction” in subsection (1), where he or she is satisfied that the law of the place concerned makes provision for bodies corporate that are substantially similar to applicants under section 150 to continue under the laws of the State in a substantially similar manner to continuations under section 147 or for Irish collective asset-management vehicles to continue under the laws of that place.